SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Amendment No. 1
(Dated May 1, 1995)
to
Schedule 13E-4
ISSUER TENDER OFFER STATEMENT
(Pursuant to Section 13(e)(1) of the
Securities Exchange Act of 1934)
SUNAMERICA INC.
(Name of the Issuer)
SUNAMERICA CAPITAL TRUST I
(Name of Person(s) Filing Statement)
9 1/4% PREFERRED STOCK, SERIES B
(Title of Class of Securities)
866930506
(CUSIP Number of Class of Securities)
SUSAN L. HARRIS, Esq.
Vice President and General Counsel - Corporate Affairs
SunAmerica Inc.
1 SunAmerica Center
Los Angeles, California 90067-6022
(310) 772-6000
(Name, Address and Telephone Number of Person Authorized to Receive Notices
and Communications on Behalf of Person Filing Statement)
Please address a copy of all communications to:
DAVID W. FERGUSON, Esq. GREGG A. NOEL, Esq.
Davis Polk & Wardwell Skadden, Arps, Slate, Meagher & Flom
450 Lexington Avenue 300 South Grand Avenue, Suite 3400
New York, New York 10017 Los Angeles, California 90071
(212) 450-4000 (213) 687-5000
April 28, 1995
(Date Tender Offer First Published, Sent or Given to Security Holders)
Calculation of Filing Fee
Transaction Valuation* Amount of Filing Fee
- --------------------------------------- ----------------------
$144,031,250 $28,807
* For purposes of calculating the filing fee pursuant to Rule 0-11 of the
Securities Exchange Act of 1934, as amended, the market value of the
91/4% Preferred Stock, Series B (the "Series B Preferred Stock") proposed to
be acquired was determined by multiplying $26 3/16 (the average of the high
and low reported prices of the Series B Preferred Stock on the New York Stock
Exchange on April 25, 1995 by 5,500,000 (the number of shares of Series B
Preferred Stock which SunAmerica Capital Trust I has offered to acquire).
(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: $46,703
Form or Registration No.: S-4 (Registration No. 33-56961-01 and 33-56961-02)
Filing Party: SunAmerica Inc. and SunAmerica Capital Trust I.
Date Filed: December 20, 1994
AMENDMENT NO. 1 TO
ISSUER TENDER OFFER STATEMENT ON SCHEDULE 13E-4
This Amendment No. 1 dated May 1, 1995 supplements the Issuer Tender
Offer Statement on Schedule 13E-4 (the "Statement") filed with the Securities
and Exchange Commission (the "Commission") on April 28, 1995, by SunAmerica
Capital Trust I in connection with the filing under the Securities Act of
1933, as amended, of a registration statement on Form S-4 (the "Registration
Statement") regarding an exchange offer (the "Offer") to holders of 9 1/4%
Preferred Stock, Series B (the "Preferred Stock") of SunAmerica Inc.
("SunAmerica"). A copy of the Offering Circular/Prospectus dated April 27,
1995 (the "Offering Circular/Prospectus") contained in the Registration
Statement (Registration Nos. 33-56961-01 and 33-56961-02) declared effective
by the Commission on April 27, 1995 was filed as Exhibit A to the original
Schedule 13E-4.
The Company hereby files with this Amendment No. 1 a copy of the
Press Release issued by the Company on April 28, 1995.
The following information supplements the information previously
included in the original Schedule 13E-4.
ITEM 9. Material to be Filed as Exhibits.
(a) Press Release issued by the Company on April 28, 1995 (Exhibit
O).
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.
Dated: May 1, 1995 SUNAMERICA CAPITAL TRUST I
By: SunAmerica Inc.,
as Sponsor
By /s/ James R. Belardi
-----------------------------
Name: James R. Belardi
Title: Senior Vice President
and Treasurer
INDEX TO EXHIBITS
Exhibit Description
O Press Release issued by the Company on April 28, 1995
EXHIBIT O
SUNAMERICA INC. ANNOUNCES
PREFERRED STOCK EXCHANGE OFFER
LOS ANGELES, APRIL 28, 1995 -- SunAmerica Capital Trust I, a
statutory business trust established by SunAmerica Inc., announced that it
will begin a tender offer today to exchange its 9.95% Trust Originated
Preferred SecuritiesSM (TOPrSSM), representing preferred undivided beneficial
interests in the assets of the Trust, for up to 5,500,000 shares of
outstanding 9 1/4% Preferred Stock, Series B of SunAmerica Inc. Concurrently
with the issuance of TOPrSSM in exchange for Series B Preferred validly
tendered in offer, SunAmerica will deposit in SunAmerica Capital Trust I as
trust assets its 9.95% Junior Subordinated Debentures, Series A, due 2044
having an aggregate principal amount equal to the aggregate stated liquidation
amount of the TOPrSSM to be issued.
The cash distribution rate on the TOPrSSM will be 70 basis points
greater than the dividend rate on the existing Series B Preferred. SunAmerica
9 1/4% Series B Preferred trades on the New York Stock Exchange under the
symbol "SAI Pr B."
The offer will allow SunAmerica to achieve certain tax efficiencies
while preserving its flexibility with respect to future financings because, in
contrast to dividend payments on the Series B Preferred which are not
deductible by SunAmerica, SunAmerica will be able to deduct interest payments
on the Junior Subordinated Debentures for federal income tax purposes.
Exchanges will be made on the basis of one TOPrSSM for each share of
Series B Preferred validly tendered and accepted for exchange. Shares of
Series B Preferred not accepted for exchange because of proration will be
returned.
The offer is being made only by means of, and under the terms and
conditions set forth in, SunAmerica's Offering Circular/Prospectus. The
offer, the proration period and withdrawal rights will expire at 12:00
midnight, New York City time, on May 25, 1995, unless extended.
Merrill Lynch & Company Inc. is acting as the sole dealer manager in
connection with the exchange offer. For more information, contact Merrill
Lynch, 212-236-4723, or Georgeson & Co., the information agent for the exchange
offer, 800-223-2064.
SunAmerica is a financial services company specializing in the sale
of long-term savings products and investments to the expanding pre-retirement
savings market. As of March 31, 1995, the company held $25 billion of assets,
including those on its balance sheet, and those off its balance sheet in
mutual funds and in retirement trust accounts.
