Item 1. Business ................................................. 3 Item 2.
ITEM 2. PROPERTIES
The executive offices of Transamerica Corporation are located in the Transamerica Pyramid in San Francisco, California, a 48-story office building owned by a subsidiary of Transamerica. In 1986 the subsidiary borrowed $85,000,000, secured by a deed of trust on the property for ten years. Approximately 17% of the 450,000 square feet of rentable space is occupied by Transamerica and its subsidiaries.
Transamerica Life Companies own the Transamerica Center in Los Angeles, California, which consists of a 32-story building, an 11-story building and a 10-story building. Transamerica Center is the home office of Transamerica Life Companies, Transamerica Finance Group and certain other subsidiaries of Transamerica. Approximately 73% of the 1,295,000 square feet of rentable space is occupied by Transamerica subsidiaries.
ITEM 3.
ITEM 3. LEGAL PROCEEDINGS
Various pending or threatened legal proceedings by or against the Corporation or one or more of its subsidiaries involve tax matters, alleged
breaches of contract, torts, employment discrimination, violations of antitrust laws and miscellaneous other causes of action arising in the course of their businesses. Some of these proceedings involve claims for punitive or treble damages in addition to other specific relief.
Based upon information presently available, and in light of legal and other defenses and insurance coverage available to the Corporation and its subsidiaries, contingent liabilities arising from threatened and pending litigation, income taxes and other matters are not considered material in relation to the consolidated financial position of the Corporation and its subsidiaries.
ITEM 4.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITIES HOLDERS
Not applicable.
ITEM 4A. EXECUTIVE OFFICERS OF THE REGISTRANT
See Item 10 in Part III of this Report.
PART II
ITEM 5.
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
The following information in the Transamerica Corporation 1993 Annual Report is incorporated herein by reference:
Markets on which the Corporation's common stock is traded--"Common Stock Listed and Traded," page 80.
High and low sale prices for the Corporation's common stock for each quarter in 1993 and 1992--"Supplementary Financial Information," page 71.
Frequency and amount of cash dividends declared during 1993 and 1992--"Selected Eleven-Year Financial Data--Note C," page 72.
There were approximately 56,900 common stockholders of record as of the close of business on March 4, 1994.
ITEM 6.
ITEM 6. SELECTED FINANCIAL DATA
The following items for each of the five years in the period ended December 31, 1993, included in "Selected Eleven-Year Financial Data" on pages 72 and 73 of the Transamerica Corporation 1993 Annual Report, are incorporated herein by reference:
Revenues Income from continuing operations Earnings per share of common stock--Income from continuing operations Dividends declared per share of common stock Total assets Notes and loans payable: Long-term debt
ITEM 7.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The information set forth under the caption "Financial Review" on pages 37 through 51 of the Transamerica Corporation 1993 Annual Report, is incorporated herein by reference.
ITEM 8.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
The following consolidated financial statements and supplementary financial information of the Corporation and its subsidiaries in the Transamerica Corporation 1993 Annual Report are incorporated herein by reference:
Consolidated Balance Sheet--December 31, 1993 and 1992--pages 52 and 53.
Consolidated Statement of Income--Years ended December 31, 1993, 1992 and 1991--page 54.
Consolidated Statement of Cash Flows--Years ended December 31, 1993, 1992 and 1991--page 55.
Consolidated Statement of Shareholders' Equity--Years ended December 31, 1993, 1992 and 1991--page 56.
Notes to Financial Statements--December 31, 1993--pages 57 through 69.
Supplementary Financial Information--Years ended December 31, 1993 and 1992--page 71.
ITEM 9.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
Not applicable.
PART III
ITEM 10.
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
The information set forth under the caption "Information Concerning the Nominees and Current Directors" in the Proxy Statement of Transamerica Corporation dated March 23, 1994 is incorporated herein by reference.
The officers of the Corporation are listed below. Executive officers are designated by an asterisk.
Mr. Herringer was elected Chief Executive Officer in 1991. He has been President of the Corporation since 1986.
Mr. Carpenter was elected Executive Vice President of the Corporation in 1993. He was Group Vice President of the Corporation from 1990 to 1993. He has been Chairman, President and Chief Executive Officer of Transamerica Occidental Life Insurance Company since 1985.
Mr. Finn was elected Executive Vice President of the Corporation in 1993. He was Group Vice President of the Corporation from 1990 to 1993. He has been President of Transamerica Finance Group, Inc. since 1988 and was elected its Chief Executive Officer in 1990.
Mr. Grubb was elected Executive Vice President and Chief Financial Officer of the Corporation in 1993. He was Senior Vice President of the Corporation from 1989 to 1993. He was Senior Vice President and Chief Financial Officer of Lucky Stores, Inc. from 1986 to 1989.
Mr. Cusack was elected Senior Vice President of the Corporation in 1993. He was Vice President--Corporate Development of the Corporation from 1989 to 1993. He was Manager--Business Development and Strategy of General Electric Company from 1987 to 1989.
Mr. Latzer was elected Senior Vice President and Chief Investment Officer of the Corporation in 1988. Since 1988, he has been President and Chief Executive Officer of Transamerica Investment Services, Inc.
Mr. McLain was elected Senior Vice President, General Counsel and Secretary of the Corporation in 1990. He was previously a partner in the law firm of Sonnenschein Nath & Rosenthal from 1989 to 1990, and was Vice President, Secretary and General Counsel for Lucky Stores, Inc. from 1983 to 1989.
Ms. Breakiron-Evans was elected Vice President and General Auditor of the Corporation in 1994. She was with Arthur Andersen & Co. from 1980 to 1994 where she served as an Audit Partner in the San Francisco office from 1990 to 1994.
Mr. Broome was elected Vice President and Controller of the Corporation in 1979.
Mr. Colwell was elected Vice President--Real Estate Services of the Corporation in 1977. Since 1972, he has been President of Transamerica Realty Services, Inc., a subsidiary of the Corporation.
Mr. Dox was elected Vice President--Taxes of the Corporation in 1993. He was a Tax Partner in the Los Angeles office of Ernst & Young from 1977 to 1993.
Mr. Hawkins was elected Vice President of the Corporation in 1993. He has been Senior Vice President and Treasurer of Transamerica Finance Group, Inc. since 1989.
Ms. King was elected Vice President--Human Resources of the Corporation in 1989.
Mr. Lindberg was elected Vice President and Treasurer of the Corporation in 1987.
Mr. Lockhart was elected Vice President--Public Affairs of the Corporation in 1979.
Mr. Markus was elected Vice President--Investor Relations of the Corporation in 1992. He was Vice President of Exergy Inc. from 1989 to 1992 and Assistant Vice President of Progressive Corporation from 1986 to 1989.
Mr. McClave was elected Vice President--Corporate Communications of the Corporation in 1981.
Mr. Olsen was elected Vice President--Corporate Relations of the Corporation in 1981.
Mr. Peirano was elected Vice President of the Corporation in 1993. He was Vice President--Taxes of the Corporation from 1983 to 1993.
Ms. Tornese was elected Vice President--Risk Management of the Corporation in 1987.
There is no family relationship among any of the foregoing officers or between any of the foregoing officers and any director of the Corporation.
ITEM 11.
ITEM 11. EXECUTIVE COMPENSATION
The information set forth under the caption "Executive Compensation and Other Information" in the Proxy Statement of Transamerica Corporation dated March 23, 1994 is incorporated herein by reference.
ITEM 12.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The information set forth under the captions "Principal Stockholders," "Information Concerning the Nominees and Current Directors" and "Stockholdings of Directors and Executive Officers" in the Proxy Statement of Transamerica Corporation dated March 23, 1994 is incorporated herein by reference.
ITEM 13.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
The textual information set forth under the caption "Information Concerning the Nominees and Current Directors" in the Proxy Statement of Transamerica Corporation dated March 23, 1994 is incorporated herein by reference.
PART IV
ITEM 14.
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(i) Transamerica Corporation Certificate of Incorporation, as amended (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(ii) Transamerica Corporation By-Laws, as amended (incorporated by reference to Exhibit 3 of the Registrant's Quarterly Report on Form 10-Q (File No. 1-2964) 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 (File No. 1-2964) 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 (File No. 1-2964) 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 Annual Report on Form 10-K (File No. 1-2964) for the year ended December 31, 1992).
EX-10.3 Form of Amended and Restated Consulting Agreement effective January 1, 1994 between Transamerica Airlines, Inc. and Glenn A. Cramer.
EX-10.4 Form of Consulting Agreement dated November 30, 1992, between Transamerica Corporation and James R. Harvey (incorporated by reference to Exhibit EX-10.4 of the Registrant's Annual Report on Form 10-K (File No. 1- 2964) for the year ending December 31, 1992).
EX-10.5 Form of Amended and Restated Consulting Agreement dated January 31, 1994 between Transamerica Corporation and James R. Harvey.
_________ *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.
Ex-10.6 1992 Bonus Plan (incorporated by reference to Exhibit 10.6 of the Registrant's Annual Report on Form 10-K (File No. 1-2964) for the year ending December 31, 1991).
EX-10.7 1993 Bonus Plan (incorporated by reference to Exhibit EX-10.7 of the Registrant's Annual Report on Form 10-K (File No. 1-2964) for the year ended December 31, 1992).
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 (File No. 1-2964) 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.
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 (File No. 1-2964) for the year ended December 31, 1990).
EX-10.11 Form of Restricted Stock Award Agreement under the 1985 Stock Option and Award Plan.
EX-10.12 Form of Non-Qualified Stock Option Agreement for Nonemployee Directors under the 1985 Stock Option and Award Plan.
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 (File No. 1-2964) for the year ended December 31, 1991).
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 Annual Report on Form 10-K (File No. 1-2964) for the year ended December 31, 1992).
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 (File No. 1-2964) 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 (File No. 1-2964) for the year ended December 31, 1989).
EX-10.17 Deferred Compensation Policy for Transamerica Corporation and Affiliates effective July 1, 1992 (incorporated by reference to Exhibit EX-10.17 of the Registrant's Annual Report on Form 10-K (File No. 1-2964) for the year ended December 31, 1992).
EX-10.18 Deferred Compensation Policy for Transamerica Corporation and Affiliates effective January 1, 1994.
EX-10.19 Form of Director Election to Defer 1994 Compensation.
EX-10.20 Form of Executive Election to Defer 1994 Compensation.
EX-10.21 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 Annual Report on Form 10-K (File No. 1-2964) for the year ended December 31, 1992).
EX-10.22 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 Annual Report on Form 10-K (File No. 1-2964) for the year ended December 31, 1992).
EX-10.23 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 (File No. 1-2964) for the year ended December 31, 1989).
EX-10.24 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 (File No. 1-2964) for the year ended December 31, 1989).
EX-10.25 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).
EX-10.26 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-10.27 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 Annual Report on Form 10-K (File No. 1-2964) for the year ended December 31, 1992).
EX-10.28 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 Annual Report on Form 10-K (File No. 1-2964) for the year ended December 31, 1992).
EX-11 Statement Re: Computation of Per Share Earnings.
EX-12 Ratio of Earnings to Fixed Charges Calculation.
EX-13 Portions of the Transamerica Corporation 1993 Annual Report (to the extent such portions are expressly incorporated herein).
EX-21 List of Subsidiaries of Transamerica Corporation.
EX-23 Consent of Ernst & Young to the incorporation by reference of their report dated February 22, 1994 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 33-1008).
EX-24 Powers of Attorney executed by the directors of the Registrant.
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 1993: During the quarter ended December 31, 1993, the Registrant filed a Report on Form 8-K, dated November 19, 1993, announcing that it had reached an agreement in principle to acquire, for cash, the assets of the container division of
Tiphook plc, a London-based container, trailer and rail equipment lessor. During such quarter, the Registrant also filed a Report on Form 8-K, dated December 15, 1993, announcing that it had completed the public offering and sale of its remaining 27% ownership interest in TIG Holdings, Inc., the Registrant's former property and casualty insurance subsidiary.
(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.
Signatures
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: March 25, 1994
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below on March 25, 1994 by the following persons on behalf of the registrant and in the capacities indicated.
Signature Title
Principal Executive Officer:
FRANK C. HERRINGER* President and Chief Executive Officer
Principal Financial Officer:
Edgar H. Grubb Executive Vice President and Chief Financial Officer
Principal Accounting Officer:
Burton E. Broome Vice President and Controller
Directors:
GLENN A. CRAMER* Director MYRON DU BAIN* Director JAMES R. HARVEY* Chairman of the Board and Director FRANK C. HERRINGER* Director GORDON E. MOORE* Director RAYMOND F. O'BRIEN* Director CONDOLEEZZA RICE* Director CHARLES R. SCHWAB* Director FORREST N. SHUMWAY* Director
*Christopher M. McLain Attorney-in-Fact
A majority of the members of the Board of Directors.
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, 1993
TRANSAMERICA CORPORATION AND SUBSIDIARIES
SAN FRANCISCO, CALIFORNIA
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 1993 Annual Report, are incorporated by reference in Item 8:
Consolidated Balance Sheet--December 31, 1993 and 1992
Consolidated Statement of Income--Years ended December 31, 1993, 1992 and 1991
Consolidated Statement of Cash Flows--Years ended December 31, 1993, 1992 and 1991
Consolidated Statement of Shareholders' Equity--Years ended December 31, 1993, 1992 and 1991
Notes to Financial Statements--December 31, 1993
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, 1993
III--Condensed Financial Information of Registrant--December 31, 1993 and 1992, and years ended December 31, 1993, 1992 and
V--Supplementary Insurance Information--Years ended December 31, 1993, 1992 and 1991
VI--Reinsurance--Years ended December 31, 1993, 1992 and 1991
VIII--Valuation and Qualifying Accounts--Years ended December 31, 1993, 1992 and 1991
IX--Short-Term Borrowings--Years ended December 31, 1993, 1992 and
X--Supplementary Income Statement Information--Years ended December 31, 1993, 1992 and 1991
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.
REPORT OF ERNST & YOUNG, INDEPENDENT AUDITORS
Board of Directors and Shareholders Transamerica Corporation
We have audited the consolidated financial statements of Transamerica Corporation and subsidiaries listed in Item 14(a)(1) and (2) of the Annual Report on Form 10-K of Transamerica Corporation for the year ended December 31, 1993. Our audits also included the financial statement schedules listed in the index at Item 14(a)(1) and (2). These financial statements and schedules are the responsibility of Transamerica Corporation's management. Our responsibility is to express an opinion on these financial statements and schedules based on our audits. The financial statements of Sedgwick Group plc, used as the basis for recording the equity in net income of that corporation, were audited by other auditors whose reports have been furnished to us. Our opinion, insofar as it relates to the amounts of equity in net income included for Sedgwick Group plc, is based solely on the reports of other auditors.
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 related schedules are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements and related schedules. 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 and the reports of other auditors provide a reasonable basis for our opinion.
In our opinion, based on our audits and the reports of other auditors, the consolidated financial statements referred to above present fairly, in all material respects, the consolidated financial position of Transamerica Corporation and subsidiaries at December 31, 1993 and 1992, and the consolidated results of their operations and their cash flows for each of the three years in the period ended December 31, 1993, in conformity with generally accepted accounting principles. Also, in our opinion the related financial statement schedules, when considered in relation to the basic financial statements taken as a whole, present fairly, in all material respects the information set forth therein.
In 1991, Transamerica Corporation changed its method of accounting for post employment benefits other than pensions effective January 1, 1991.
Ernst & Young
San Francisco, California February 22, 1994
SCHEDULE X
TRANSAMERICA CORPORATION AND SUBSIDIARIES _____________________
SCHEDULE X--SUPPLEMENTARY INCOME STATEMENT INFORMATION
Column A Column B
Item Charged to costs and expenses
1993 1992 1991 (Amounts in thousands) Year ended December 31: Taxes, other than payroll and income taxes: Premium taxes .......................... $25,556 $ 21,192 $ 25,049 Real estate and other taxes ............ 26,198 25,633 23,968 Maintenance and repairs .................. 45,642 60,024 55,852 _______ ________ ________ $97,396 $106,849 $104,869 ======= ======== ========
Differences Between the Circulated Document and the Electronically Filed Document
1. The document which is filed with the New York and Pacific Stock Exchanges will be a printed copy of the electronic document. However, the document which will be mass produced for general distribution will have different page numbering and page breaks than the electronically filed document.