UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
SUNAMERICA CAPITAL TRUST II SUNAMERICA INC.
(Exact name of Registrant as specified (Exact name of Registrant as specified
in its charter) in its charter)
Delaware Maryland
(State or other jurisdiction of (State or other jurisdiction of
incorporation or organization) incorporation or organization)
95-6994849 86-0176061
(I.R.S. Employer Identification No.) (I.R.S. Employer Identification No.)
c/o SunAmerica Inc.
1 SunAmerica Center 1 SunAmerica Center
Los Angeles, California 90067-6022 Los Angeles, California 90067-6022
(310) 772-6000 (310) 772-6000
(Address and telephone number (Address and telephone number
of principal executive offices) of principal executive offices)
Securities to be registered pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange on which
to be so registered each class is to be registered
__% Trust Originated Preferred New York Stock Exchange
Securities
Securities to be registered pursuant to Section 12(g) of the Act:
(None)
INFORMATION REQUIRED IN REGISTRATION STATEMENT
Item 1. Description of Registrants' Securities to be Registered.
For a full description of the __% Trust Originated Preferred
Securities (the "Securities") being registered hereby, reference is made to
the information contained under the captions "The SunAmerica Trusts",
"Description of the Preferred Securities", "Description of the Preferred
Securities Guarantees" and "Description of the Junior Subordinated Debt
Securities" in the second base Prospectus dated September 29, 1995 (the
"Prospectus") contained in Amendment No. 3 to the Registrants' Registration
Statement on Form S-3 (Registration Nos. 33-62405 and 33-62405-01) and
information contained under the captions "Description of the Preferred
Securities", and "Description of the Junior Subordinated Debentures" in a
Prospectus Supplement relating to the Securities to be filed by the
Registrants' pursuant to Rule 424(b) under the Securities Act of 1933, as
amended. The information contained in the foregoing Registration Statement
and Prospectus Supplement are incorporated herein by reference.
Item 2. Exhibits.
Prospectus dated September 29, 1995, included in Amendment No. 3 to
the Registrants' Registration Statement on Form S-3 (Registration
Nos. 33-62405 and 33-62405-01) as filed with the Commission on
September 29, 1995 and hereby incorporated by reference herein
Preliminary Prospectus Supplement dated October 2, 1995, subject to
completion, as filed with the Commission on October 2, 1995 and
incorporated by reference herein along with the subsequent final
Prospectus Supplement
Declaration of Trust dated September 6, 1995 of SunAmerica Capital
Trust II (incorporated by reference to Exhibit 4.4 to the
Registrants' Registration Statement on Form S-3 (Registration Nos.
33-62405 and 33-62405-01)
Form of Amended and Restated Declaration of Trust of SunAmerica
Capital Trust II (incorporated by reference to Exhibit 4.10 to the
Registrants' Registration Statement on Form S-3 (Registration Nos.
33-62405 and 33-62405-0)
Form of Preferred Security (included in immediately preceding
exhibit)
Form of Guarantee Agreement with respect to the Preferred Securities
(incorporated by reference to Exhibit 4.14 to the Registrants'
Registration Statement on Form S-3 (Registration Nos. 33-62405 and
33-62405-01)
Indenture dated as of March 15, 1995 between SunAmerica Inc. and The
First National Bank of Chicago, as Trustee (incorporated by reference
to Exhibit 4.3 to the Registrants' Registration Statement on Form S-3
(Registration Nos. 33-62405 and 33-62405-01)
Form of Supplemental Indenture to the Indenture (incorporated by
reference to Exhibit 4.12 of the Registrants' Registration Statement
on Form S-3 (Registration Nos. 33-62405 and 33-62405-01)
SIGNATURES
Pursuant to the requirements of Section 12 of the Securities Exchange
Act of 1934, the registrants have duly caused this Form 8-A to the
registration statement to be signed on their behalf by the undersigned,
thereto duly authorized.
(Registrant) SunAmerica Capital Trust II
By: SunAmerica Inc.,
as Sponsor
By: /s/ James R. Belardi
-----------------------------
Name: James R. Belardi
Title: Senior Vice President
and Treasurer
(Registrant) SunAmerica Inc.
By: /s/ James R. Belardi
-----------------------------
Name: James R. Belardi
Title: Senior Vice President
and Treasurer
