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UNITED STATES OMB APPROVAL
SECURITIES AND EXCHANGE COMMISSION OMB NUMBER 3235-0145
WASHINGTON, D.C. 20549 Expires: October 31, 1994
Estimated average burden
SCHEDULE 13D hours per form.......14.90
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UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 9)*
SUNAMERICA INC.
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(Name of Issuer)
Common Stock, $1.00 Par Value
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(Title of Class of Securities)
866 930 10 0
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(CUSIP Number)
Eli Broad, Chairman of the Board, Chief Executive Officer and President
1 SunAmerica Center, Century City,
Los Angeles, California 90067-6022 (310)772-6000
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
April 14, 1994
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(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box [ ].
Check the following box if a fee is being paid with the statement [ ]. (A fee
is not required only if the reporting person: (1) has a previous statement on
file reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class.)
(See Rule 13d-7.)
NOTE: Six copies of this statement, including all exhibits, should be filed
with the Commission. See Rule 13d-1(a) for other parties to whom copies are to
be sent.
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities,
and for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 ("Act") or otherwise subject to the liabilities of that section of
the Act but shall be subject to all other provisions of the Act (however, see
the Notes).
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Schedule 13D
CUSIP No. 866 930 10 0 Page 2 of 7 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Eli Broad
Social Security No. ###-##-####
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
OO
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.A.
7 SOLE VOTING POWER
NUMBER OF 3,517,203
SHARES
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 1,956,712
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON 3,517,203
WITH
10 SHARED DISPOSITIVE POWER
1,956,712
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,497,815 (includes 123,900 stock options; 900,000 shares held by a
trust formed by this Reporting Person as to which he has no voting or
dispositive power).
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
20%
14 TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7 2 of 7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
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PAGE 3 OF 7
SCHEDULE 13D
AMENDMENT NO. 9
SUNAMERICA INC.
This Amendment is filed on behalf of Eli Broad (the "Reporting
Person").
The undersigned hereby amends Amendment No. 8 to Schedule 13D
filed on January 5, 1993, relating to the Common Stock ($1.00 par value) of
SunAmerica Inc. (formerly Broad Inc.) (as amended, the "Schedule 13D") in the
respects hereinafter set forth. Unless otherwise indicated in this Amendment,
all terms referred to herein shall have the same meanings as used or defined in
the Schedule 13D.
ITEM 1 - Security and Issuer
Common Stock $1.00 par value of SunAmerica Inc., 1 SunAmerica
Center, Century City, Los Angeles, California 90067-6022.
ITEM 2 - Identity and Background
(a) Name: Eli Broad
(b) Business Address: 1 SunAmerica Center, Century
City, Los Angeles, California 90067-6022
(c) Principal Employment: Chairman of the Board, Chief
Executive Officer and President, SunAmerica Inc., 1
SunAmerica Center, Century City, Los Angeles,
California 90067-6022
(d) Criminal Proceedings: None
(e) Civil Proceedings: None
(f) Citizenship: U.S.A.
ITEM 3 - Source and Amount of Funds or Other Consideration.
Mr. Broad, co-founder of the Issuer in 1957, presently serves
as its Chairman, Chief Executive Officer and President. Mr. Broad has been
the largest shareholder since 1957.
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PAGE 4 OF 7
Since the date of the last filing by the Reporting Person, the
Reporting Person has acquired shares pursuant to the Issuer's employee benefit
plans.
ITEM 4 - Purpose of Transaction.
The Reporting Person may, subject to market and other
conditions, purchase additional shares of the Issuer, dispose of some or all of
his shares, or consider the possibility of any such plan or proposal from time
to time in amounts not yet determined. The Reporting Person does not have any
plans or proposals with respect to the matters set forth in (a) through (j) of
Item 4 of Schedule 13D.
ITEM 5 - Interest and Securities of the Issuer.
(a) The Reporting Person beneficially owns 6,497,815
shares of Common Stock which represents approximately
25% of the outstanding shares (based upon 23,232,376
shares of Common Stock outstanding as of December 31,
1993). Of these shares, 123,900 represent stock
options granted under the Issuer's employee stock
option program which are or which will become
exercisable within sixty (60) days.
(b) Of 6,497,815 shares of Common Stock beneficially
owned, 95,314 shares represent restricted shares of
Common Stock granted under the Issuer's employee
stock plans and as to which the Reporting Person has
voting, but no dispositive power; 337,500 shares of
Common Stock are held by a trust formed by the
Reporting Person of which he is a beneficiary but has
no voting or dispositive powers 123,900 shares
represent options to acquire Common Stock granted
under the Issuer's employee stock plans which are or
which will become exercisable within sixty (60) days
and as to which he has no voting or dispositive power
until exercised; 562,500 shares of Class B Stock are
held by a trust formed by the Reporting Person of
which he is a beneficiary but has no voting or
dispositive powers; 21,712 shares of Class B Stock
are held by The Eli and Edythe Broad Foundation of
which the Reporting Person is a director and as to
which he has shared voting and dispositive powers
with two other directors, Messrs.
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PAGE 5 OF 7
Golman and Rohr. The following information is
supplied as to those individuals:
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(i) Leroy Golman (i) Richard D. Rohr
(ii) 540 Warner Avenue (ii) 100 Renaissance Centre
Los Angeles, CA 34th Floor
90024 Detroit, Michigan
48243
(iii) Consultant (iii) Attorney-at-Law,
Partner
Bodman, Longley &
Dahling
(iv) None (iv) None
(v) None (v) None
(vi) U.S.A. (vi) U.S.A.
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1,935,000 shares of Class B Stock are registered in
the name of a corporation, of which 73% is owned
directly and indirectly by the Reporting Person and
of which the Reporting Person is a director and has
shared voting and dispositive powers with one other
director, Jeffrey Broad. The following information
is supplied as to Jeffrey Broad:
(i) Jeffrey Broad
(ii) 831 Cliff Drive, Apt. C-5
Santa Barbara, California 93109
(iii) Investment Banker
(iv) None.
(v) None.
(vi) U.S.A.
260,000 shares of Class B Stock are registered in the
name of a corporation, of which 100% is owned
directly and indirectly by the Reporting Person and
of which the Reporting Person is a director and has
sole voting and dispositive powers.
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PAGE 6 OF 7
(c) None.
(d) The corporation referred to in Paragraph (b) of Item
5 above has the right to receive or the power to
direct the receipts of dividends from, and the
proceeds from the sale of, such shares of the Issuer
owned by it. The Foundation described in Paragraph
(b) of Item 5 above has the right to receive or the
power to direct the receipt of dividends from, and
the proceeds from the sale of, 21,712 shares of the
Issuer owned by the Foundation.
(e) Not applicable.
ITEM 6 - Contracts, Arrangements, Understandings or Relationships with Respect
to Securities of the Issuer.
Under that certain Designation of Successor Special Trustee of
Donald B. Kaufman Revocable Trust (the "Trust") dated April 14, 1994, the
Reporting Person has been granted a right of first refusal with respect to up
to 909,327 shares of Class B Common Stock owned by the Trust. This right is
exercisable for either cash equal to the fair market value of the shares on
date of purchase with respect to which the right is being exercised or by
exchange of the Class B Common Shares for an equal number of shares of Issuer's
Common Stock.
The Reporting Person has the right to purchase 123,900 shares
of Common Stock within sixty (60) days from this filing and also has 95,314
restricted shares under the Issuer's employee stock plan. A description of the
current plan appears in the Issuer's Registration Statement on Form S-8 No.
33-28744 filed with the Securities and Exchange Commission on May 16, 1989 and
incorporated herein by reference. Unless or until such options are exercised,
the Reporting Person does not have voting or dispositive powers with respect to
such option shares. With respect to the restricted shares, the Reporting
Person has voting, but not dispositive power.
ITEM 7 - Material to be Filed as Exhibits.
Attached hereto as Exhibit 1 is a copy of the Designation of
Successor Special Trustee of Donald B. Kaufman Revocable Trust dated
April 14, 1994.
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PAGE 7 OF 7
SIGNATURE
After reasonable 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.
/s/ Eli Broad
_________________________
Eli Broad
Date: April 15, 1994
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EXHIBIT 1
DESIGNATION OF SUCCESSOR SPECIAL TRUSTEE
OF DONALD B. KAUFMAN REVOCABLE TRUST
This Designation of Successor Special Trustee is made with reference
to the following facts:
A. Eli Broad ("Broad") is presently acting as special trustee of the
Donald B. Kaufman Revocable Trust created under instrument dated June 14, 1982
(the "Trust").
B. Broad wishes to designate a successor special trustee of the Trust
upon the terms and conditions hereafter stated.
C. Upon the acceptance of said conditions and the completion and said
designation, Broad intends to resign as special trustee of the Trust.
D. Broad is concerned about the identity of any future successor
special trustees of the Trust that may be appointed.
E. After the resignation of Broad as special trustee, Edward A. Landry
("Landry") is willing to assume the office of successor special trustee of the
Trust upon the terms and conditions set forth below.
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THEREFORE, THE PARTIES HEREBY AGREE AS FOLLOWS AND TAKE THE ACTIONS SET
FORTH BELOW:
1. Broad hereby revokes all designations of successor special trustees of
the Trust heretofore made by him pursuant to paragraph (B) of article III of the
Trust.
2. If Landry becomes unable or unwilling to act any longer in the capacity
of special trustee, Landry agrees that he will give Board the right to approve
any successor trustee appointed by Landry.
3. Landry agrees that before directing or permitting the disposition or
encumbrance of any Class B common stock (super voting stock) of SunAmerica Inc.,
he will cause the Trust to give Broad the option, for fifteen (15) days from the
delivery to Broad of a written option, to purchase such shares as the Trust
wishes to sell or encumber. The consideration for such shares shall at Broad's
option, be either cash in an amount equal to the fair market value of a like
amount of SunAmerica Inc. common stock as listed on the New York Stock Exchange
on the date of the closing of the purchase, or an equal number of shares of
SunAmerica Inc. common stock. The closing shall occur within five (5) days of
delivery by Broad to Landry of a written acceptance of the offer.
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4. In reliance upon the foregoing representations and agreements by
Landry, Broad hereby designates Landry as successor special trustee of the
Trust.
Dated this 14th day of April, 1994 at Los Angeles, California.
/s/ ELI BROAD
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ELI BROAD
Edward A. Landry states that he has read this entire document and in
consideration of being named as special trustee under the Donald B. Kaufman
Revocable Trust agrees that from and after becoming special trustee of the Trust
he shall be bound by all of the provisions of this document.
Dated this 14th day of April, 1994 at Los Angeles, California.
/s/ EDWARD A. LANDRY
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EDWARD A. LANDRY
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Receipt of this document is hereby acknowledged this ___________ day of
_________________________, 1994.
J.P. MORGAN CALIFORNIA
By
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By
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RESIGNATION OF SPECIAL TRUSTEE
Eli Broad, special trustee of the Donald B. Kaufman Revocable Trust
under instrument dated June 14, 1982 hereby resigns as special trustee of the
Donald B. Kaufman Revocable Trust.
Dated this 14th day of April, 1994 at Los Angeles, California.
/s/ ELI BROAD
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ELI BROAD
Receipt of this document is hereby acknowledged this __________ day of
________________, 1994.
J.P. MORGAN CALIFORNIA
By
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