To : Commission File No. S7-02-03
From : Jeffrey J. Minton
Special Counsel
Office of Rulemaking
Division of Corporation Finance
U.S. Securities and Exchange Commission
Re : Standards Relating to Listed Company Audit Committees
Release Nos. 33-8173; 34-47137
Date : February 12, 2003

On February 6, 2003, members of the Division of Corporation Finance met with representatives from Transamerica Finance Corporation. Matters discussed included the independence proposals and application of the Commission's proposals to a U.S. issuer with listed debt that is majority owned by a foreign private issuer with listed equity.