SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report : October 5, 1995
(Date of earliest event reported)
SUNAMERICA INC.
SUNAMERICA CAPITAL TRUST II
(Exact name of registrant as specified in its charter)
Maryland
Delaware
(State of Incorporation)
(Commission File Number) (IRS Employer Identification No.)
1-4618 86-0176061
1-4618-01 95-6994849
1 SunAmerica Center, Los Angeles, California 90067-6022
(Address of principal executive offices)
Registrant's Telephone Number, including area code:
(310) 772-6000
(310) 772-6000
ITEM 5. OTHER EVENTS
Exhibits are filed herewith in connection with the issuance by
SunAmerica Capital Trust II (the "Trust") of its 8.35% Trust Originated
Preferred Securities pursuant to Registration Statement Nos. 33-62405 and
33-62405-01 filed by SunAmerica Inc. ("SunAmerica") and the Trust.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND
EXHIBITS
EXHIBITS
Exhibit
- -------
5.1 Opinion of Davis Polk & Wardwell as to the validity of the
8.35% Junior Subordinated Debentures due 2044 of SunAmerica and
the Guarantee Agreement of SunAmerica
5.2 Opinion of Piper & Marbury L.L.P. as to the due authorization
of the 8.35% Junior Subordinated Debentures due 2044 of
SunAmerica and the Guarantee Agreement of SunAmerica
5.3 Opinion of Richards, Layton & Finger as to the validity of the
8.35% Trust Originated Preferred Securities
8 Tax Opinion of Davis Polk & Wardwell
23.3 Consents of Davis Polk & Wardwell (included in Exhibits 5.1 and
8)
23.4 Consent of Piper & Marbury L.L.P. (included in Exhibit 5.2)
23.5 Consent of Richards, Layton & Finger (included in Exhibit 5.3)
Pursuant to the requirements of the Securities Exchange Act of
1934, the Registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
SUNAMERICA, INC.
By: /s/ James R. Belardi
________________________
James R. Belardi
Senior Vice President
and Treasurer
Dated: October 5, 1995
[LETTERHEAD OF DAVIS POLK & WARDWELL]
October 5, 1995
SunAmerica Inc.
1 SunAmerica Center
Los Angeles, California 90067-6022
Ladies and Gentlemen:
We have acted as special counsel for SunAmerica Inc., a
Maryland corporation ("SunAmerica"), and SunAmerica Capital Trust II, a
statutory business trust created under the Business Trust Act of the State of
Delaware (the "Trust"), in connection with the issuance by the Trust of up to
8,050,000 8.35% Trust Originated Preferred Securities (the "Preferred
Securities"), the proceeds of which will be used by the Trust to acquire from
SunAmerica its 8.35% Junior Subordinated Debentures due 2044 (the "Debt
Securities") to be issued pursuant to the Junior Subordinated Indenture dated
as of March 15, 1995 (the "Indenture") between SunAmerica and The First
National Bank of Chicago, as trustee (the "Indenture Trustee") and the Second
Supplemental Indenture to the Indenture to be dated as of October 11, 1995
(the "Supplemental Indenture"). The Preferred Securities and the Debt
Securities have been registered under the Securities Act of 1933, as amended
(the "Act"), under a Registration Statement on Form S-3 (Registration Nos.
33-62405 and 33-62405-01), as amended (the "Registration Statement"), and are
being sold pursuant to a Prospectus Supplement dated October 5, 1995 (the
"Prospectus Supplement") to the Prospectus for the Preferred Securities
included in the Registration Statement.
The Preferred Securities are to be issued by the Trust pursuant
to an Amended and Restated Declaration of Trust (the "Amended Declaration").
The Preferred Securities are to be guaranteed by SunAmerica pursuant to a
Guarantee issued under a Guarantee Agreement (the "Guarantee Agreement") to be
dated as of October 11, 1995.
We have examined originals or copies, certified or otherwise
identified to our satisfaction, of such documents, corporate records,
certificates of public officials and other instruments as we have deemed
necessary or advisable for the purpose of rendering this opinion.
Based on the foregoing, we are of the opinion that:
1. Assuming that the Debt Securities and the Supplemental
Indenture have been duly authorized, when (i) the Supplemental
Indenture has been duly executed and delivered and (ii) the Debt
Securities have been duly executed and authenticated in accordance
with the Indenture and the Supplemental Indenture and duly issued and
delivered by SunAmerica, the Debt Securities will constitute valid
and binding obligations of SunAmerica, enforceable in accordance with
their terms, except as (a) the enforceability thereof may be limited
by bankruptcy, insolvency, reorganization, fraudulent transfer,
moratorium or other similar laws now or hereinafter in effect
relating to or affecting the enforcement of creditors' rights
generally and (b) the availability of equitable remedies may be
limited by equitable principles of general applicability (regardless
of whether considered in a proceeding at law or in equity).
2. Assuming that the Guarantee has been duly authorized,
when (i) the Guarantee Agreement has been duly executed and delivered
and (ii) the Preferred Securities have been duly issued and delivered
by the Trust as contemplated by the Registration Statement and the
Prospectus Supplement, the Guarantee will constitute a valid and
binding obligation of SunAmerica, enforceable in accordance with its
terms, except as (a) the enforceability thereof may be limited by
bankruptcy, insolvency, reorganization, fraudulent transfer,
moratorium or similar laws now or hereinafter in effect relating to
or affecting the enforcement of creditors' rights generally and (b)
the availability of equitable remedies may be limited by equitable
principles of general applicability (regardless of whether considered
in a proceeding at law or in equity).
We are members of the Bar of the State of New York and our
opinion is limited to the Federal laws of the United States and the laws of
the State of New York.
We hereby consent to the filing of this opinion as an exhibit
to the Registration Statement and to the use of our name under the caption
"Taxation" in the Prospectus Supplement. The issuance of such consent does
not concede that we are an "expert" for the purposes of the Securities Act of
1933.
Very truly yours,
/s/ DAVIS POLK & WARDWELL
[Letterhead of Piper & Marbury]
October 5, 1995
SunAmerica Inc.
1 SunAmerica Inc.
Century City
Los Angeles, California 90067-6022
Ladies and Gentlemen:
We have acted as Maryland counsel to SunAmerica Inc. (the
"Corporation") in connection with its Registration Statement on Form S-3
(Registration No. 33-62405) filed with the Securities and Exchange Commission
(the "Commission") under the Securities Act of 1933, as amended, relating to
the acquisition by SunAmerica Capital Trust II (the "Trust") of the
Corporation's 8.35% Junior Subordinated Debentures due 2044 (the "Debentures")
to be issued pursuant to the Junior Subordinated Indenture dated as of March
15, 1995 between the Corporation and The First National Bank of Chicago, as
Trustee (the "Indenture"), as supplemented by the Second Supplemental
Indenture to be dated as of October 11, 1995 (the "Supplemental Indenture"),
and the delivery by the Corporation of its guarantee for the benefit of the
holders of the Trust's Trust Originated Preferred Securities. In that
capacity, we have reviewed the Charter and By-Laws of the Corporation, the
Indenture, the Supplemental Indenture, the proposed form of Guarantee
Agreement to be executed and delivered by the Corporation (the "Guarantee
Agreement"), the proceedings of the Board of Directors and the Pricing
Committee of the Board of Directors of the Corporation relating to the
issuance by the Corporation of the Debentures and the execution and delivery
of the Supplemental Indenture and the Guarantee Agreement, and such other
documents, instruments and matters of law as we have deemed necessary to the
rendering of the opinion expressed below.
Based on the foregoing, we are of the opinion and advise you
that the execution and delivery by the Corporation of the Supplemental
Indenture and the Guarantee Agreement, and the issuance of the Debentures by
the Corporation under the Supplemental Indenture, have been duly and validly
authorized by the Corporation.
We hereby consent to the filing of this opinion as Exhibit 5 to
the Registration Statement and to the reference to our firm in the
Registration Statement and the related Prospectus. In giving our consent, we
do not hereby admit that we are in the category of persons whose consent is
required under Section 7 of the Act or the Rules and Regulations of the
Commission thereunder.
Very truly yours,
/s/ PIPER & MARBURY
[Letterhead of Richards, Layton & Finger]
October 5, 1995
SunAmerica Capital Trust II
c/o SunAmerica Inc.
1 SunAmerica Center
Los Angeles, California 90067-6022
Re: SunAmerica Capital Trust II
---------------------------
Ladies and Gentlemen:
We have acted as special Delaware counsel for SunAmerica Inc.,
a Maryland corporation ("SunAmerica"), and SunAmerica Capital Trust II, a
Delaware business trust (the "Trust"), in connection with the matters set
forth herein. At your request, this opinion is being furnished to you.
For purposes of giving the opinions hereinafter set forth, our
examination of documents has been limited to the examination of originals or
copies of the following:
(a) The Certificate of Trust of the Trust, dated as of August
31, 1995 (the "Certificate of Trust"), as filed in the office of the Secretary
of State of the State of Delaware (the "Secretary of State") on September 6,
1995;
(b) The Declaration of Trust of the Trust, dated as of August
31, 1995, between SunAmerica and the trustees of the Trust named therein;
(c) The Prospectus dated September 29, 1995, as supplemented
by the Prospectus Supplement dated October 5, 1995 (as so supplemented, the
"Prospectus"), relating to the 8.35% Trust Originated Preferred Securities of
the Trust representing preferred undivided beneficial interests in the assets
of the Trust (each, a "Preferred Security" and collectively, the "Preferred
Securities");
(d) A draft dated October 3, 1995 of the Amended and
Restated Declaration of Trust for the Trust, to be entered into between
SunAmerica, the trustees of the Trust named therein, and the holders, from
time to time, of the undivided beneficial interests in the assets of the
Trust (including the exhibits thereto) (the "Declaration"); and
(e) A Certificate of Good Standing for the Trust obtained
from the Secretary of State.
Initially capitalized terms used herein and not otherwise
defined are used as defined in the Declarations.
For purposes of this opinion, we have not reviewed any
documents other than the documents listed in paragraphs (a) through (e) above.
In particular, we have not reviewed any document (other than the documents
listed in paragraphs (a) through (e) above) that is referred to in or
incorporated by reference into the documents reviewed by us. We have assumed
that there exists no provision in any document that we have not reviewed that
is inconsistent with the opinions stated herein. We have conducted no
independent factual investigation of our own but rather have relied solely
upon the foregoing documents, the statements and information set forth therein
and the additional matters recited or assumed herein, all of which we have
assumed to be true, complete and accurate in all material respects.
With respect to all documents examined by us, we have assumed
(i) the authenticity of all documents submitted to us as authentic originals,
(ii) the conformity with the originals of all documents submitted to us as
copies or forms, and (iii) the genuineness of all signatures.
For purposes of this opinion, we have assumed (i) that the
Declaration constitutes the entire agreement among the parties thereto with
respect to the subject matter thereof, including with respect to the creation,
operation and termination of the Trust, and that the Declaration and the
Certificate of Trust are in full force and effect and have not been amended,
(ii) except to the extent provided in paragraph (1) below, the due
organization or due formation, as the case may be, and the valid existence in
good standing of each party to the documents examined by us under the laws of
the jurisdiction governing its organization or formation, (iii) the legal
capacity of natural persons who are parties to the documents examined by us,
(iv) that each of the parties to the documents examined by us has the power and
authority to execute and deliver, and to perform its obligations under, such
documents, (v) the due authorization, execution and delivery by all parties
thereto of all documents examined by us, (vi) the receipt by each Person to
whom a Preferred Security is to be issued by the Trust (collectively, the
"Preferred Security Holders") of a Preferred Security Certificate for such
Preferred Security and the payment for such Preferred Security, in accordance
with the Declaration and the Prospectus, and (vii) that the Preferred
Securities are issued and sold to the Preferred Security Holders in accordance
with the Declaration and the Prospectus. We have not participated in the
preparation of the Registration Statement or the Prospectus and assume no
responsibility for their contents.
This opinion is limited to the laws of the State of Delaware
(excluding the securities laws of the State of Delaware), and we have not
considered and express no opinion on the laws of any other jurisdiction,
including federal laws and rules and regulations relating thereto. Our
opinions are rendered only with respect to Delaware laws and rules,
regulations and orders thereunder which are currently in effect.
Based upon the foregoing, and upon our examination of such
questions of law and statutes of the State of Delaware as we have considered
necessary or appropriate, and subject to the assumptions, qualifications,
limitations and exceptions set forth herein, we are of the opinion that:
1. The Trust has been duly created and is validly existing
in good standing as a business trust under the Business Trust Act.
2. The Preferred Securities of the Trust will represent
valid and, subject to the qualifications set forth in paragraph 3 below, fully
paid and nonassessable undivided beneficial interests in the assets of the
Trust.
3. The Preferred Security Holders, as beneficial owners of
the Trust, will be entitled to the same limitation of personal liability
extended to stockholders of private corporations for profit organized under
the General Corporation Law of the State of Delaware. We note that the
Preferred Security Holders may be obligated pursuant to the Declaration to (i)
provide indemnity and security in connection with and pay taxes or
governmental charges arising from transfers of Preferred Security Certificates
and the issuance of replacement Preferred Security Certificates, (ii) provide
security and indemnity in connection with requests of or directions to the
Property Trustee to exercise its rights and remedies under the Declarations
and (iii) undertake as a party litigant to pay costs in any suit for the
enforcement of any right or remedy under the Declaration or against the
Property Trustee, to extent provided in the Declaration.
We consent to the filing of this opinion with the Securities
and Exchange Commission as an exhibit to the Registration Statement. In
giving the foregoing consent, we do not thereby admit that we come within the
category of persons whose consent is required under Section 7 of the
Securities Act of 1933, as amended, or the rules and regulations of the
Securities and Exchange Commission thereunder. Except as stated above,
without our prior written consent, this opinion may not be furnished or quoted
to, or relied upon by, any other person for any purpose.
Very truly yours,
/s/ RICHARDS, LAYTON & FINGER
(212) 450-4000
October 5, 1995
SunAmerica Inc.
SunAmerica Capital Trust II
1 SunAmerica Center
Los Angeles, California 90067
Re: Registration Statement on Form S-3
Registration Nos. 33-62405 and 33-62405-01
------------------------------------------
Ladies and Gentlemen:
We have acted as special counsel for SunAmerica Inc.
("SunAmerica") and SunAmerica Capital Trust II (the "Trust") in connection
with the Trust's offer (the "Offer") to issue its 8.35% Trust Originated
Preferred Securities (the "Preferred Securities"). In connection
therewith, we have prepared the discussion set forth under the caption
"Taxation" (the "Discussion") in the Prospectus Supplement (the "Prospectus
Supplement") that is part of the Registration Statement on Form S-3
(Registration Nos. 33-62405 and 33-62405-01) filed by SunAmerica and the
Trust with the Securities and Exchange Commission.
In rendering our opinion, we have examined the form of Amended
and Restated Declaration of Trust of SunAmerica Capital Trust II dated as of
October 11, 1995 (the "Declaration") included as an Exhibit to the
Registration Statement, and have assumed that the Trustees will conduct the
affairs of the Trust in accordance with the Declaration. We hereby confirm
our opinion as set forth in the Discussion, which is a summary of the material
United States federal income tax consequences of the ownership and disposition
of the Preferred Securities.
We hereby consent to the filing of this opinion as an exhibit
to the Registration Statement and to the use of our name under the caption
"Taxation" in the Prospectus Supplement. The issuance of such consent does
not concede that we are an "expert" for the purposes of the Securities Act of
1933.
Very truly yours,
/s/ DAVIS POLK & WARDWELL
