SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Amendment No. 4
(Dated June 13, 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
9 1/4% 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. 4 TO
ISSUER TENDER OFFER STATEMENT ON SCHEDULE 13E-4
This Amendment No. 4 dated June 13, 1995 supplements the Issuer
Tender Offer Statement on Schedule 13E-4 filed with the Securities and
Exchange Commission (the "Commission") on April 28, 1995 and amended on May 1,
May 26, and June 6, 1995, by SunAmerica Capital Trust I (the "Trust") 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 Offer terminated at 5:00 P.M., New York City time, on Monday,
June 5, 1995. 2,105,235 shares of Preferred Stock (aggregate stated value of
$52,630,875) were tendered and accepted in the Offer. In exchange therefor,
the Trust issued 2,105,235 of its 9.95% Trust Originated Preferred
Securities[SM] (TOPrS[SM]) (aggregate liquidation amount $52,630,875).
3,514,765 shares of Preferred Stock (aggregate stated value of $87,869,125)
were not tendered in the Offer and remain outstanding.
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: June 13, 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
