<PAGE> 1
As filed with the Securities and Exchange Commission on August 16, 1996
Registration No. 33-___________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
-------------
FORM S-3
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
--------------------
SunAmerica Inc. Maryland 86-0176061
(Exact name of Registrant as (State or other (I.R.S. employer
specified in its charter) jurisdiction identification
of incorporation number)
or organization)
1 SunAmerica Center
Los Angeles, California 90067-6022
(310) 772-6000
(Address, including zip code, and telephone number,
including area code, or registrant's
principal executive offices)
Christine A. Nixon, Esquire
Associate Counsel
SunAmerica Inc.
1 SunAmerica Center
Los Angeles, California 90067-6022
(310) 772-6000
(Name, address, including zip code, and telephone number, including area code
of agent for service)
----------------------
Approximate date of commencement of proposed sale to the public:
From time to time after this registration statement becomes effective.
----------------------
If the only securities being registered on this form are being
offered pursuant to dividend or interest reinvestment plans, please check the
following box. / /
If any of the securities being registered on this form are to be
offered on a delayed or continuous basis pursuant to Rule 415 under the
Securities Act of 1933, other than securities being offered only in
connection with dividend or interest reinvestment plans, please check the
following box. /X/
If this form is filed to register additional securities for an
offering pursuant to Rule 462(b) under the Securities Act, please check the
following box and list the Securities Act registration statement number of
the earlier effective registration statement for the same offering. / /
If this form is a post-effective amendment filed pursuant to Rule
462(c) under the Securities Act, check the following box and list the
<PAGE> 2
Securities Act registration statement number of the earlier effective
registration statement for the same offering. / /
If delivery of the prospectus is expected to be made pursuant to Rule
434, please check the following box. / /
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
<S> <C> <C> <C> <C>
Title of Each Class Proposed Maximum Proposed Maximum
of Securities to be Amount to be Offering Price Per Aggregate
Amount of
Registered (1) Registered Unit Offering Price (2)
Registration Fee
Deferred Compensation $50,000,000 $1.00 $50,000,000
$15,625.00
Obligations
(1) The deferred compensation obligations are unsecured obligations of SunAmerica Inc. to
pay deferred
compensation in the future in accordance with the terms of the SunAmerica Representatives'
Deferred Compensation
Plan for eligible participants under contract to certain SunAmerica Subsidiaries.
(2) Estimated solely for the purpose of determining the registration fee.
</TABLE>
The Registrant hereby amends this registration statement on such date
or dates as may be necessary to delay its effective date until the Registrant
shall file a further amendment which specifically states that this
registration statement shall thereafter become effective in accordance with
section 8(a) of the Securities Act of 1933 or until the registration
statement shall become effective on such date as the Commission, acting
pursuant to said section 8(a), may determine.
This prospectus relates to deferred compensation obligations of
SunAmerica Inc. under the SunAmerica Representatives' Deferred Compensation
Plan (the "Plan"). Participation in the Plan is limited to eligible persons
under contract [as a securities licensed representative] to a subsidiary of
SunAmerica Inc. (the "Company"). The interests under the Plan will be
general unsecured debt obligations which will rank pari passu with other
unsecured and unsubordinated indebtedness of the Company.
_____________
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION,
NOR
HAS THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE
SECURITIES COMMISSION PASSED UPON THE ACCURACY OR
ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION
TO THE CONTRARY IS A CRIMINAL OFFENSE.
No person has been authorized to give any information or to make any
representations, other than those contained in this Prospectus, in connection
with the offer contained in this Prospectus, and, if given or made, such
information or representations must not be relied upon as having been
<PAGE> 3
authorized by the Company. This Prospectus does not constitute an offer to
sell or the solicitation of an offer to buy any of the securities offered
hereby in any state to or from any person to whom it is unlawful to make or
solicit such offer in such state. Neither the delivery of this Prospectus
nor any sales made hereunder shall under any circumstances create any
implication that there has been no change in the information herein since the
date hereof.
For North Carolina Investors: The Commissioner of Insurance of the
State of North Carolina has not approved or disapproved this offering nor has
such Commissioner passed upon the accuracy or adequacy of this Prospectus.
The date of this Prospectus is __________________.
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the
Securities Exchange Act of 1934, as amended (the "1934 Act"), and in
accordance therewith files reports, proxy statements and other information
with the Securities and Exchange Commission (the "Commission"). Such
reports, proxy statements and other information filed by the Company with the
Commission can be inspected and copied at the Commission's Public Reference
Room at 450 Fifth Street, N.W., Washington, D.C. 20549, or at the public
reference facilities of the regional offices in Chicago and New York. The
addresses of these regional offices are as follows: 500 West Madison Street,
Chicago, Illinois 60661, and 7 World Trade Center, 13th Floor, New York, New
York 10048. Copies of such material also can be obtained by mail from the
Public Reference Section of the Commission at 450 Fifth Street, N.W.,
Washington D.C. 20549, upon payment of the fees prescribed by the rules and
regulations of the Commission. Reports, proxy statements, and other
information concerning the Company may also be inspected at the offices of
the New York Stock Exchange, Inc. at 20 Broad Street, New York, New York
10005 and at the offices of the Pacific Stock Exchange at 301 Pine Street,
San Francisco, California 94104. The Company's Common Stock is listed on
both exchanges.
The Company has filed with the Commission a Registration Statement
on Form S-3 under the Securities Act of 1933, as amended (the "Securities
Act"), with respect to the securities offered by this Prospectus. This
Prospectus does not contain all the information set forth in the Registration
Statement and exhibits thereto. In addition, certain documents filed by the
Company with the Commission have been incorporated in this Prospectus by
reference. See "Incorporation of Certain Documents by Reference."
Statements contained herein concerning the provisions of any document do not
<PAGE> 4
purport to be complete and, in each instance, are qualified in all respects
by reference to the copy of such document filed as an exhibit to the
Registration Statement or otherwise filed with the Commission. Each such
statement is subject to and qualified in its entirety by such reference. For
further information with respect to the Company and the securities offered
hereby, reference is made to the Registration Statement, including the
exhibits thereto, and the documents incorporated herein by reference.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
There are hereby incorporated by reference in the Prospectus the
following documents previously filed by the Company with the Commission
pursuant to the 1934 Act:
1. Annual Report on Form 10-K for the fiscal year ended
September 30, 1995.
2. Quarterly Report on Form 10-Q for the quarters ended
December 31, 1995, March 31, 1996 and June 30, 1996.
3. Current Reports on Form 8-K filed on October 6, 1995, October
19, 1995, October 31, 1995, November 9, 1995, December 12,
1995, as amended by Amendment No. 2 on Form 8-K/A, filed May
7, 1996, January 29, 1996, March 15, 1996, as amended by
Amendment No. 1 on Form 8-K/A, filed May 7, 1996, April 24,
1996, April 27, 1996 and July 25, 1996.
All documents filed by the Company pursuant to Section 13(a), 13(c)
14 or 15(d) of the 1934 Act subsequent to the date of this Prospectus and
prior to the termination of the offering of the securities offered hereby
shall be deemed to be incorporated by reference in the Prospectus and to be
part hereof from the date of filing of such documents. Any statement
contained in a document incorporated or deemed to be incorporated by
reference herein shall be deemed to be modified or superseded for purposes of
this Prospectus to the extent that a statement contained herein or in any
other subsequently filed document which also is or is deemed to be
incorporated by reference herein modifies or supersedes such statement. Any
such statement so modified or superseded shall not be deemed, except as so
modified or superseded, to constitute a part of this Prospectus.
The Company will provide without charge to each person to whom this
Prospectus is delivered, upon the written or oral request of such person, a
copy of any and all of the information that has been incorporated by
reference in the Prospectus (not including exhibits to the information that
is incorporated by reference unless such exhibits are specifically
incorporated by reference into the information that this Prospectus
<PAGE> 5
incorporates). Requests for such document shall be directed to SunAmerica
Inc., 1 SunAmerica Center, Los Angeles, California 90067-6022, Attention:
Vice President, Investor Relations (telephone) (310) 772-6000.
THE COMPANY
The Company is a diversified financial services company specializing
in retirement savings products and services. At March 31, 1996, the Company
held $34.37 billion of assets throughout its businesses, including $22.01
billion of assets on its balance sheet, $2.14 billion of assets managed in
mutual funds and private accounts and $10.22 billion under custody in
retirement trust accounts. Together, the Company's life insurance
subsidiaries rank among the largest U.S. issuers of annuities. Complementing
these annuity operations are the Company's asset management operations; its
three broker/dealer subsidiaries, which the Company believes, based on
industry data, represent the largest network of independent registered
representatives in the nation; and its trust company, which provides
administrative and custodial services to qualified retirement plans. Through
these subsidiaries, the Company specializes in the sale of tax-deferred long-
term savings products and investments to the expanding preretirement savings
market. The Company markets fixed annuities and fee-generating variable
annuities, mutual funds and trust services, as well as guaranteed investment
contracts. The Company's products are distributed through a broad spectrum
of financial services distribution channels, including independent registered
representatives of the Company's broker/dealer subsidiaries, other
unaffiliated broker/dealers, independent general insurance agents and other
financial institutions.
Since the beginning of fiscal 1996, the Company has made several
acquisitions that have added a total of $4.7 billion in annuity reserves and
enhanced its position in the financial institution and qualified teachers
markets. On December 29, 1995, the Company purchased CalFarm Life Insurance
Company, which on such date had approximately $645 million in annuity
reserves. On February 29, 1996, the Company acquired Ford Life Insurance
Company, which had annuity reserves of approximately $3.06 billion on such
date and on April 1, 1996, purchased approximately $960 million in annuity
reserves from the Central National Life Insurance Company of Omaha. On
January 2, 1996, the Company purchased Houston-based broker-dealer Advantage
Capital Corp., further strengthening its distribution network. This
acquisition added more than 1,000 representatives to the Company's broker-
dealer network, bringing its number of independent registered representatives
<PAGE> 6
to approximately 6,600.
The principal executive offices of the Company are located at 1
SunAmerica Center, Los Angeles, California 90067-6022, telephone number (310)
772-6000.
USE OF PROCEEDS
The Company will not receive any proceeds from the deferred
compensation obligations registered hereby. The deferred compensation
obligations are unsecured obligations of the Company to pay deferred
compensation in the future in accordance with the terms of the SunAmerica
Representatives' Deferred Compensation Plan.
<TABLE>
<CAPTION> CONSOLIDATED RATIOS OF EARNINGS TO FIXED
CHARGES
Nine Nine
months
months
Years ended September 30, ended
ended
----------------------------------------------------------- June 30, June 30,
1991 1992 1993 1994 1995 1995
1996
---- ---- ---- ---- ---- ---- ----
(unaudited)
<S> <C> <C> <C> <C> <C>
<C> <C>
Ratio of earnings to 2.7x 4.0x 6.1x 5.8x 5.8x 5.8x
5.2x
fixed charges
(which include
dividends paid on
preferred securities
of grantor trusts
and interest
incurred on senior
debt, but exclude
interest incurred
on fixed annuities,
guaranteed investment
contracts and trust
deposits)
Ratio of earnings to 1.1x 1.2x 1.4x 1.5x 1.5x 1.5x
1.5x
fixed charges
(which include
dividends paid on
preferred securities
of grantor trusts
and interest
incurred on senior
debt, fixed
annuities,
guaranteed investment
contracts and trust
deposits)
</TABLE>
Description of the
Deferred Compensation Plan
The Company has adopted the Registered Representatives' Deferred
Compensation Plan (the "Plan") which will be offered to eligible independent
contractor registered representatives of the Company's broker/dealer
<PAGE> 7
subsidiaries, which currently include Advantage Capital Corporation, Royal
Alliance Associates, Inc. and SunAmerica Securities, Inc. (each a
"Broker/Dealer Subsidiary" and collectively, the "Broker/Dealer
Subsidiaries"). The purpose of the Plan is to (1) attract and retain
individuals to become licensed with the Broker/Dealer Subsidiaries to market
the financial products offered for sale by the Broker/Dealer Subsidiaries,
and (2) assist in the Representatives' long range financial planning by
offering an alternative for investing monthly commission and fee payments
(collectively, the "Earnings") on a tax-deferred basis.
Participation
Enrollment in the Plan is on a voluntary basis once a registered
representative of a Broker/Dealer Subsidiary becomes eligible.
Representatives will be eligible to participate in the Plan on the first day
of any month after the representative has been licensed with a Broker/Dealer
Subsidiary for three full months unless determined to be eligible sooner by
the President of the Broker/Dealer Subsidiary. Once a representative becomes
eligible to participate, he or she will remain eligible to participate in the
Plan until it is amended or terminated or until such representative is no
longer affiliated with a Broker/Dealer Subsidiary.
The Deferred Earnings
Under the Plan, each Broker/Dealer Subsidiary will offer its
respective representatives an opportunity to enter into agreements for the
deferral of a specified percentage of such representatives' Earnings. Each
representative participating in the Plan (a "Participant") will execute a
Deferred Compensation Agreement (the "Agreement") and an Enrollment/Change
Form which, collectively, will set forth the obligations of the Participant
and the Company with respect to the Plan.
The Company shall have the sole obligation to pay to the Participant
the Earnings deferred under the Plan. The Company's obligation will be a
general unsecured obligation to pay to the Participants the deferred
Earnings, with the adjustments provided for by the Plan, in the future in
accordance with the terms of the Plan. Such obligation will rank pari passu
with other unsecured and unsubordinated indebtedness of the Company from the
time outstanding.
The amount of Earnings to be deferred by each Participant will be
determined in accordance with the Plan, based on the election by each
Participant. Participants may elect to defer from 1% to 100% of his or her
respective Earnings. Each Participant may change the amount of Earnings to
<PAGE> 8
be deferred one time per calendar year. However, a Participant may reduce
his or her deferral amount to zero at any time during the year, which change
will become effective as soon as is administratively possible but thereafter
Participant may not defer any Earnings under the Plan for 12 full months.
The Company will create a deferral account (the "Account") for each
Participant. The Account is solely for purposes of determining the value of
the deferred Earnings. A Participant's deferred Earnings will be credited to
that Participant's Account within three business days of the date the
Earnings otherwise would have been paid. Earnings in the Account will be
indexed to one or more investment options individually selected by each
Participant from a list of available investment media (the "Valuation
Funds"). The value of each Participant's Account will be adjusted to reflect
the investment experience, whether positive or negative, of the Valuation
Fund(s) selected by the Participant. Participants may change the Valuation
Fund(s) used to measure the value of the Account four times per year.
Because the value of the Account and therefore the deferred Earnings will
vary with the investment experience of the Valuation Fund(s) selected by
Participant, participation in the Plan entails investment risk which will be
borne solely by Participant. The Company does not guarantee the investment
performance of the Valuation Fund(s).
As for any Participant who participated in the Royal Alliance
Deferred Compensation Plan, the value of all monies deferred thereunder
("Prior Deferrals") will be transferred to Participant's Deferral Account
under the Plan. All elections made by Participant at the time of enrollment
in the Plan will apply to such Prior Deferrals and all Prior Deferrals will
be subject to the terms and conditions of the Plan.
The currently available Valuation Funds are the following retail
mutual funds: the SunAmerica Money Market Fund, the SunAmerica U.S.
Government Securities Fund, the SunAmerica Balanced Assets Fund and the
SunAmerica Small Company Growth. Each Valuation Fund's investment objective
is stated below:
(1) The SunAmerica Money Market Fund seeks high current income
consistent with liquidity and stability by investing
primarily in high quality money market instruments.
(2) The SunAmerica U.S. Government Securities Fund seeks high
current income by investing primarily in fixed income
securities.
(3) The SunAmerica Balanced Assets Fund seeks to conserve
principal by maintaining a balanced portfolio of stocks and
bonds.
<PAGE> 9
(4) The SunAmerica Small Company Growth Fund seeks capital
appreciation by investing primarily in equity securities.
The Company reserves the right to terminate the availability of any
Valuation Fund and add additional Valuations Funds at any time.
Participants do not have any right, title or interest in or to any
funds in the Account. All funds in the Account shall continue to be part of
the general funds of the Company and Participants shall have no property
interest therein or in any Valuation Funds or in any specific assets of the
Company. Participant's right or the right of any other person to receive the
value of the Account cannot be alienated, sold, assigned, pledged, encumbered
or otherwise hypothecated, except by the laws of decent or as otherwise
permitted by the terms of the Plan.
All Earnings deferred under the Plan will be on a tax deferred basis.
Participant will have taxable ordinary income for Federal income tax purposes
equal to any amount received.
The obligation of the Company to pay to each Participant the value
of the Account is not convertible into any other security of the Company.
The obligation will not have the benefit of a negative pledge or any other
affirmative or negative covenant on the part of the Company.
Payment of Deferred Earnings
The Account is not subject to redemption, in whole or in part, prior
to the payment date selected by Participant, except upon termination of the
independent contractor relationship with the Broker/Dealer Subsidiary, upon
the death, disability or retirement of Participant, or at the option of the
Company or the Broker/Dealer Subsidiaries. The Account will be paid out in
ten annual installments unless Participant selects an optional payment
schedule. If (1) Participant's independent contractor relationship with the
Broker/Dealer Subsidiaries is terminated; (2) Participant dies; or (3) the
value of the Deferral Account is $3500 or less at the time an event giving
rise to the right of distribution occurs, then the Account will be paid out
in a lump sum. Each Participant may designate a beneficiary to receive
distributions from the Account in the event of Participant's death.
The Company shall have the full right to set-off any obligation of
a Participant owing to the Company or any Broker/Dealer Subsidiary against
amounts owing to Participant under the Plan.
Amendment and Termination
The Company reserves the right to amend or terminate the Plan at any
time, with or without notice. No amendment or termination will adversely
<PAGE> 10
affect the right of a Participant to receive the value of his or her Account
as of such amendment or termination.
Administration
A management committee (the "Committee") will be created to
administer the Plan to Participants. The Committee will be comprised of any
five (5) officers of the Company as selected or any Vice Chairman of the
Company. The Committee shall interpret and administer the Plan and the
Agreement. The Committee's interpretations and constructions shall be
binding and conclusive on all persons for all purposes.
Plan of Distribution
The securities registered hereby will be offered by each of the
Broker/Dealer Subsidiaries directly to its respective Participants. Such
securities will not be offered through agents, underwriters or dealers.
Legal Matters
The validity of the Company's obligation under the Plan will be
passed upon by Piper & Marbury L.L.P., Baltimore, Maryland.
Experts
The consolidated financial statements incorporated in this Prospectus
by reference to the Annual Report on Form 10-K for the year ended September
30, 1995, have been so incorporated in reliance on the report of Price
Waterhouse LLP, independent accountants, given on the authority of said firm
as experts in auditing and accounting.
PART II. INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution.
The following table sets forth the expenses in connection with the
issuance and distribution of the securities being registered, other than
underwriting discounts and commissions. All of the amounts shown are
estimates, except the SEC registration fee.
SEC registration fee $15,625.00
Photocopying and printing $ 5,000.00
Legal fees and expenses $10,000.00
Fees of accountants $ 5,000.00
Blue sky fees and expenses $ 5,000.00
Miscellaneous $ 1,375.00
Total $42,000.00
<PAGE> 11
_____________
Item 15. Indemnification of Directors and Officers.
Section 2-418 of the Maryland General Corporation law permits the
indemnification of directors, offices, employees and agents of Maryland
corporations. Article Eighth of the Company's Restated Articles of
Incorporation, as amended and restated (the "Articles") authorizes the
indemnification of directors and officers to the full extent required or
permitted by the General Laws of the State of Maryland, now or hereafter in
force, whether such persons are serving the Company, or, at its request, any
other entity, which indemnification shall include the advance of expenses
under the procedures and to the full extent permitted by law. Article Eighth
of the Articles of Incorporation, as amended and restated, further provides
that the foregoing rights of indemnification shall not be exclusive of any
other rights to which those seeking indemnification may be entitled and that
no amendment or repeal of Article Eighth shall apply to or have an effect on
any right to indemnification provided thereunder with respect to acts or
omissions occurring prior to such amendment or repeal. In addition, the
Company's officers and directors are covered by certain directors' and
officers' liability insurance policies maintained by the Company. Reference
is made to section 2-418 of the Maryland General Corporation Law and Article
Eighth of the Articles, which are incorporated herein by reference.
Item 16. List of Exhibits.
Exhibit
4.1 Form of Deferred Compensation Plan
4.2 Form of Deferred Compensation Agreement
5.1 Opinion of Piper & Marbury, L.L.P.
12.1 Statement re: Computation of ratio of earnings to fixed charges
23.1 Consent of Price Waterhouse LLP
23.2 Consent of Piper & Marbury, L.L.P.
24.1 Powers of Attorney for the Company
Item 17. Undertakings.
The undersigned registrants hereby undertake:
(a)(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement:
(i) To include any prospectus required by section
10(a)(3) of the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events
<PAGE> 12
arising after the effective date of this registration statement (or
the most recent post-effective amendment thereof) which, individually
or in the aggregate, represent a fundamental change in the
information set forth in the registration statement. Notwithstanding
the foregoing, any increase or decrease in volume of securities
offered (if the total dollar value of securities offered would not
exceed that which was registered) and any deviation from the low or
high end of the estimated maximum offering range may be reflected in
the form of prospectus filed with the Commission pursuant to Rule
424(b) if, in the aggregate, the changes in volume and price
represent no more than 20 percent change in the maximum aggregate
offering price set forth in the "Calculation of Registration Fee"
table in the effective Registration Statement;
(iii) To include any material information with respect to
the plan of distribution not previously disclosed in the registration
statement or any material change to such information in the
registration statement;
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii)
do not apply if the information required to be included in
a post-effective amendment by those paragraphs is contained
in periodic reports filed by the Company pursuant to section
13 or section 15(d) of the Securities Exchange Act of 1934
that are incorporated by reference in the registration
statement.
(2) That, for the purpose of determining any liability under
the Securities Act of 1933, each such post-effective amendment shall
be deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities at
that time shall be deemed to be the initial bona fide offering
thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold
at the termination of the offering.
(b) That, for purposes of determining any liability under the
Securities Act of 1933, each filing of the Company's annual report pursuant
to section 13(a) or section 15(d) of the Securities Exchange Act of 1934
(and, where applicable, each filing of an employee benefit plan's annual
report pursuant to section 15(d) of the Securities Exchange Act of 1934) that
is incorporated by reference in this registration statement shall be deemed
to be a new registration statement relating to the securities offered
<PAGE> 13
thereby, and for the offering of such securities at that time shall be deemed
to be the initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and
controlling persons or the registrants pursuant to the provisions referred to
in Item 15 of this registration statement, or otherwise, the registrants have
been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Securities
Act of 1933 and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
registrants of expenses incurred or paid by a director, officer or
controlling person of the registrants in the successful defense of any
action, suit or proceeding) is asserted by such director, officer or
controlling person in connection with the securities being registered, the
registrants will, unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against
public policy as expressed in the Securities Act of 1933 and will be governed
by the final adjudication of such issue.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-3 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Los Angeles, State of California,
on August 19, 1996.
SUNAMERICA INC.
By: /s/ Jay S. Wintrob
Name: Jay S. Wintrob
Title: Vice Chairman
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Eli Broad, Jay S. Wintrob and Susan L.
Harris his or her true and lawful attorneys-in-fact and agents, each acting
alone, with full powers of substitution and resubstitution, for him or her
and in his or her name, place and stead, in any and all capacities, to sign
any or all amendments to this Registration Statement, including pre-effective
and post-effective amendments, as well as any related registration statement
<PAGE> 14
(or amendment thereto) filed pursuant to Rule 462 promulgated under the
Securities Act of 1933, and to file the same, with all exhibits thereto, and
other documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorneys-in-fact and agents, and each of
them, full power and authority to do and perform each and every act and think
requisite and necessary to be done in and about the premises, as fully to all
intents and purposes as he or she might or could do in person, and hereby
ratifies and confirms all his or her said attorneys-in-fact and agents or any
of them or his or her substitute or substitutes may lawfully do or cause to
be done by virtue thereof.
This Power of Attorney may be executed in multiple counterparts, each
of which shall be deemed an original, but which, when taken together shall
constitute one instrument.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities and on the date indicated.
Signature Title Date
/s/Eli Broad Chairman, President and August 19, 1996
Eli Broad Chief Executive Officer
(Principal Executive Officer)
/s/James R. Belardi Senior Vice President August 19, 1996
James R. Belardi (Principal
Financial Officer)
/s/Scott L. Robinson Senior Vice President and August 19, 1996
Scott L. Robinson Controlling (Principal
Accounting Officer)
/s/Ronald J. Arnault Director August 19, 1996
Ronald J. Arnault
/s/Karen Hastie-Williams Director August 19, 1996
Karen Hastie-Williams
/s/David O. Maxwell Director August 19, 1996
David O. Maxwell
/s/Barry Munitz Director August 19, 1996
Barry Munitz
/s/Lester Pollack Director August 19, 1996
Lester Pollack
/s/ Carl E. Reichardt Director August 19, 1996
Carl E. Reichardt
/s/Richard D. Rohr Director August 19, 1996
Richard D. Rohr
/s/Sanford C. Sigoloff Director August 19, 1996
Sanford C. Sigoloff
/s/Harold M. Williams Director August 196, 1996
Harold M. Williams
<PAGE> 15
EXHIBIT INDEX
Exhibit
4.1 Form of Deferred Compensation Plan
4.2 Form of Deferred Compensation Agreement
5.1 Opinion of Piper & Marbury L.L.P.
12.1 Statement re: Computation of ratio of earnings to fixed charges
23.1 Consent of Price Waterhouse LLP
23.2 Consent of Piper & Marbury L.L.P. (included with Exhibit 5.1)
24.1 Powers of Attorney for the Company (included on signature pages)
<PAGE> 16
EXHIBIT 4.1
Registered Representatives'
Deferred Compensation Plan
Effective____________, 1996
Section 1. Establishment and Purpose
1.1 The Company has established, effective______________, an
unfunded deferred compensation plan, the Registered Representatives' Deferred
Compensation Plan, for the benefit of those individuals who act as registered
representatives of the Company's broker-dealer subsidiaries.
1.2 The purpose of the deferred compensation plan is to attract
and retain individuals to become licensed members with a Broker-Dealer
Subsidiary and to assist in such individuals' long-range financial planning
by offering an alternative for investing monthly commissions and fee
payments.
Section 2. Definitions
2.1 As used herein the following terms shall have the meanings
set forth below:
"Beneficiary" means the person or persons designated as such in
accordance with Section 8 below.
"Broker-Dealer Subsidiary" means the following broker-dealer
subsidiaries of the Company: Royal Alliance Associates, Inc., SunAmerica
Securities, Inc., and Advantage Capital Corporation, and any additional
broker-dealer subsidiaries which the Company adds to this Plan by resolution
of its board of directors.
"Company" means SunAmerica Inc.
"Deferral Account" means a bookkeeping entry maintained by the
Company merely for the purposes of recordkeeping and recording the unsecured
contractual obligation of the Company with respect to a Representative
participating in the Plan.
"Deferred Benefit" means the amount of money owing to Representative
at such time as Representative receives a distribution under this Plan and
will be equal to the value of the Deferral Account, as determined in
accordance with Section 5 below.
"Earnings" means the commission and/or advisory fee payments which
a Representative is entitled to receive from a Broker-Dealer Subsidiary.
"Optional Distribution Date" means the date selected by
Representative in accordance with Section 6 below.
"Representative" means any individual holding his or her broker's
license with a Broker-Dealer Subsidiary.
"Retirement" means such time as Representative ceases to be
registered as a broker with any regulatory authority.
"Plan" means this Registered Representatives' Deferred Compensation
Plan.
"Plan Administrator" means the respective individual or individuals
responsible for administering the Plan at the Broker-Dealer Subsidiary with
which any given Representative holds his or her broker's license.
"Termination Event" means, with respect to any individual
Representative, the occurrence of any event described in Section 6 below.
"Termination Valuation Date" means the Valuation Date which is the
<PAGE> 17
last business day of a calendar month at least 30 days after Termination
Event, except that (a) with respect to the death of the Representative, the
Termination Valuation Date shall be calculated from such point in time as the
respective Broker-Dealer Subsidiary with which the deceased Representative
held his or her broker's license receives due proof of death of such
Representative and (b) with respect to a Representative who accepts
employment with or otherwise establishes a contractual relationship with a
competitor of the Company or any Broker-Dealer Subsidiary, the Termination
Valuation Date shall be calculated from such point in time as the respective
Broker-Dealer Subsidiary with which such Representative held his or her
broker's license learns of such employment or contractual relationship.
"Valuation Date" means any date the United States financial markets
are open for which a Representative's Deferral Account is required to be
valued for any purpose.
"Valuation Funds" means one or more mutual funds designated as
available under the Plan by the Committee from time to time.
2.2 As used herein, the term Representative shall also apply to
any cash-basis corporate entity which is entitled to receive advisory fee-
based payments from a Broker-Dealer Subsidiary (a "Corporate
Representative"), the shares of which are owned principally by an individual
holding his or her current broker's license with a Broker-Dealer Subsidiary
(an "Individual Representative"). Such Corporate Representative must make a
separate election to participate in this Plan. However, such Corporate
Representative's ability to participate initially or at any time thereafter
shall be, at all times, subject to the Individual Representative's
participation in this Plan. Accordingly, by way of example and not
limitation, if a Termination Event occurs with respect to the Individual
Representative, a Termination Event shall be deemed to have occurred with
respect to the Corporate Representative.
Section 3. Eligibility for Participation. Each Representative will be
eligible to participate in this Plan on the first day of any month after
Representative has been licensed with a Broker-Dealer Subsidiary for three
(3) full months unless the President of the Broker-Dealer Subsidiary with
which such Representative holds his or her broker's license determines that
such Representative will be able to participate on an earlier date. Once a
Representative becomes eligible to participate, he or she will remain
eligible until this Plan is amended or terminated or until the occurrence of
a Termination Event.
Section 4. Election to Defer.
4.1 Enrollment in this Plan is on a voluntary basis once a
Representative becomes eligible. Enrollment will be effective as of the
first day of the month following receipt by the Plan Administrator, in
accordance with Section 9 below, of a Deferred Compensation Agreement and an
Enrollment/Change Form, pursuant to which Representative will elect the
amount of Earnings to be deferred and the method of distribution of such
deferred Earnings.
4.2 Each participating Representative will determine the amount
of Earnings to be deferred, up to 100%, in whole percent increments. The
deferred Earnings will be deducted from each semi-monthly Earnings payment.
4.3 Participating Representatives may make changes to the amount
of Earnings to be deferred. Changes by participating Representatives as to
the amount of Earnings to be deferred will take effect at the beginning of
the next calendar year provided the appropriate paperwork is received at
least 30 business days before the beginning of such calendar year. All
deferral elections must remain in effect for one full calendar year;
provided, however, that a participating Representative may reduce the
deferral amount to zero at any time during the year after participation in
the Plan for three full months, which change will become effective as soon as
is administratively possible. If Representative elects to reduce the
deferral amount to zero, such Representative may not participate in this Plan
for the next 12 calendar months and must thereafter complete the necessary
paperwork to enroll in this Plan again.
Section 5. Valuation of Deferred Earnings.
<PAGE> 18
5.1 The Company will establish and maintain a Deferral Account
for each Representative participating in this Plan. All deferred Earnings
will be credited to the Representative's Deferral Account within three
business days of the date the Earnings otherwise would have been paid.
5.2 If any Representative participated in the Royal Alliance
Representatives' Deferred Compensation Plan, the value of all monies deferred
thereunder ("Prior Deferrals") will be transferred to such Representative's
Deferral Account within 30 days of enrolling in this Plan. All elections
made by such Representative at the time of enrollment in this Plan will apply
to such Prior Deferrals and all Prior Deferrals will be subject to the terms
and conditions of this Plan.
5.3 Each Representative must elect the Valuation Fund(s) which
will be used to measure the value of his or her Deferral Account. Amounts
held in the Deferral Account will be treated as though invested in such
Valuation Fund(s) and adjustments to the value of the Deferral Account will
be made in accordance with Section 5.4 below. However, the Company is not
required to make investments in the Valuation Funds. Deferred Earnings must
be allocated to the Valuation Fund(s) in whole percent increments of at least
5%.
5.4 The value of each participating Representative's Deferral
Account shall be adjusted to reflect the investment experience of the
Valuation Fund(s) elected by such Representative, whether positive or
negative (including dividends and capital gains and losses), as if the
Deferral Account had been invested in such Valuation Fund(s). Thus, if the
Valuation Fund(s) so selected by Representative increases in value, the
Deferral Account will be correspondingly increased, and if the Valuation
Fund(s) so selected by Representative decreases in value, the Deferral
Account will be correspondingly decreased. Dividends declared and paid by
the Valuation Fund(s) shall be treated as reinvested in accordance with the
reinvestment policies of such Valuation Fund(s).
5.5 Representatives may change the Valuation Fund(s) against
which the value of his or her Deferral Account will be indexed by completing
the necessary forms. Changes may be made with regard to new Earnings coming
into the Deferral Account or to existing Earnings in the Deferral Account.
Any modification will be effective on the first day of the calendar quarter
which begins at least 15 days after the paperwork is received.
5.6 There shall be charged against each Representative's Deferral
Account any payments made to the Representative or his or her Beneficiary in
accordance with Sections 6 and 8 below.
5.7 Participating Representatives will be provided, on a semi-
annual basis, a statement of account which indicates the value of such
Representative's Deferral Account and the currently selected Valuation
Fund(s) used to measure the value of the Deferral Account.
5.8 The currently available Valuation Funds are identified on
Schedule 1 to this Plan. The Company reserves the right to terminate the
availability of any Valuation Fund and add additional Valuation Funds at any
time.
Section 6. Distribution of Deferred Benefit.
6.1 Upon the occurrence of the earliest Termination Event, a
Deferred Benefit will be paid to Representative or his or her Beneficiary, as
the case may be. The Termination Events are:
(a) Representative's death;
(b) Representative's permanent disability;
(c) Termination of Representative's independent contractor
relationship with the Broker-Dealer Subsidiary for any reason;
(d) Representative's Retirement; or
(e) Attainment of the Optional Distribution Date, if one is
selected by Representative.
6.2 If selected, the Optional Distribution Date must be the first
day of a calendar quarter which is at least four years after Representative
begins deferring money under this Plan. The Optional Distribution Date must
<PAGE> 19
be selected at the time of enrollment and once the election is made it can
not be changed.
6.3 The Deferred Benefit will be paid out in ten annual
installments unless the Representative selects, at the time of enrollment, an
Optional Distribution Schedule. If an Optional Distribution Schedule is
selected, it can not be changed. The Optional Distribution Schedules
available include:
(a) Annual installments over a period of five (5) years;
(b) Annual installments over a period of three (3) years; and
(c) A lump sum.
6.4 If Representative's Deferred Benefit is payable in
installments, the Deferred Benefit shall be paid out in ten annual
installments, or such lesser number of installments as selected by
Representative. The amount to be paid in each installment shall be the value
of the Deferral Account as of the Valuation Date multiplied by a fraction,
the numerator of which is one (1) and the denominator of which is the number
of installment payments remaining. The initial payment shall be made within
60 days of the Valuation Date. All subsequent installment payments shall be
made within the first four weeks of each calendar year thereafter until the
Deferred Benefit has been fully paid. As used in this section, the Valuation
Date for the first installment shall be the Termination Valuation Date and
for each installment thereafter, the last Valuation Date of the calendar year
which precedes the year of payment.
6.5 Participating Representatives will be required to take a lump
sum distribution of the Deferred Benefit if such Representative accepts
employment or otherwise establishes a contractual relationship with a
competitor of the Company or any Broker-Dealer Subsidiary. The amount of the
Deferred Benefit shall be determined as of the Termination Valuation Date and
paid within 60 days thereof.
6.6 Participating Representatives will be required to take a lump
sum distribution of the Deferred Benefit if, for any reason, the Broker-
Dealer Subsidiary with which such Representative holds his or her broker's
license terminates the independent contractor relationship between such
Representative and Broker-Dealer Subsidiary. The amount of the Deferred
Benefit shall be determined as of the Termination Valuation Date and paid
within 60 days thereof.
6.7 Notwithstanding anything else contained herein, participating
Representatives will be required to take a lump sum distribution of the
Deferred Benefit upon the occurrence of a Termination Event if the value of
the Deferral Account on the Termination Valuation Date is $3500 or less. The
amount of the Deferred Benefit shall be determined as of the Termination
Valuation Date and paid within 60 days thereof.
6.8 Following receipt of the entire Deferred Benefit,
participating Representatives shall not be entitled to any rights under this
Plan.
Section 7. Financial Hardship Distribution. In the event of an
unforeseeable emergency, Representative or his or her Beneficiary may apply
through the Plan Administrator for a hardship withdrawal. The application
will be reviewed by a committee of some combination of the Chairman,
President, Executive Vice President(s) and Senior President(s) of the Broker-
Dealer Subsidiary with which such Representative holds his or her broker's
license. If such application for hardship withdrawal is approved, the
Company shall pay to Representative or Representative's Beneficiary such
value as is reasonably necessary to meet the hardship needs, including
provision for taxes on the emergency distribution, in an amount not to exceed
the Deferred Benefit. For purposes of this Plan, hardship withdrawals
require that Representative or Representative's Beneficiary have an immediate
and heavy unanticipated financial emergency and that the withdrawal be
necessary to meet such emergency need. Such hardship must be beyond the
control of Representative or Representative's Beneficiary and Representative
or Representative's Beneficiary must not be able to meet such needs by other
financial resources available. If Representative takes a hardship withdrawal
under this Plan, he or she may not defer any Earnings under this Plan for a
period of one year from the date of the withdrawal, after which time
<PAGE> 20
Representative must re-enroll in this Plan in order to commence deferring
Earnings again.
Section 8. Beneficiary Designation and Survivor Benefits.
8.1 Each Representative may designate any person or persons as
Beneficiary or Beneficiaries to receive distribution(s) under this Plan in
the event of Representative's death prior to complete distribution to
Representative of the Deferred Benefit due under this Plan. Beneficiaries
must be designated on the Enrollment/Change Form at any time prior to
Representative's death.
8.2 In the absence of an effective Beneficiary designation by
Representative, the entire undistributed Deferred Benefit will be paid in a
lump sum payment equal to the value of the Representative's Deferral Account
determined as of the Termination Valuation Date, within 60 days thereof to
Representative's estate.
8.3 If a Representative dies prior to receiving any portion of
the Deferred Benefit, Representative's Beneficiary will be paid a lump sum
payment equal to the value of the Representative's Deferral Account
determined as of the Termination Valuation Date, within 60 days thereof.
8.4 If a Representative dies after becoming eligible to receive
the Deferred Benefit but prior to receiving the entire benefit, the remaining
Deferred Benefit will be paid a lump sum payment equal to the value of the
Representative's Deferral Account determined as of the Termination Valuation
Date, within 60 days thereof.
Section 9. Plan Administration.
9.1 This Plan will be administered by a Management Committee (the
"Committee"). The Committee will be comprised of any five (5) officers of
the Company as selected by any Vice Chairman of the Company. The Committee
shall interpret and administer this Plan in accordance with its terms. The
Committee's interpretations and constructions shall be binding and conclusive
on all persons for all purposes.
9.2 Representatives may obtain any necessary form(s) by request
to the Plan Administrator. All forms and agreements and any other necessary
documents must be properly executed and delivered to the Plan Administrator
within the specified time limitations in order to be effective.
Section 10. Nature of Company's Obligation.
10.1 The Company's obligation under this Plan shall be an unfunded
and unsecured promise to pay. The Company shall not be obligated under any
circumstances to fund its financial obligations under this Plan.
10.2 The obligation to pay to participating Representatives the
deferred Earnings, with such adjustments as are provided for herein, shall be
carried on the books of the Company as an unsecured debt. The balance at any
time in the Deferral Account is not held in trust for Representative, and
neither Representative, his or her estate or personal representative(s), nor
his or her beneficiaries shall have any right, title or interest in or to any
funds in the Deferral Account, which is established by the Company merely for
the purpose of recording such unsecured contractual obligation. All funds in
the Deferral Account shall continue to be part of the general funds of the
Company, and neither the Representative, his or her estate or personal
representative(s), nor his or her beneficiaries shall have any property
interest in any specific assets of the Company. Each Representative
participating in this Plan is considered a general creditor of the Company
and his or her only claim is against the general assets of the Company.
10.3 Notwithstanding anything to the contrary contained herein,
the Company may at any time transfer assets to a trust for purposes of paying
all or any part of its obligations under this Plan. However, to the extent
provided in the trust only, such transferred amounts shall remain subject to
the claims of general creditors of the Company. To the extent assets are
held in a trust when a Representative's Deferred Benefit becomes payable, the
Company shall direct the trustee to pay such benefit to Representative from
the assets of the trust.
<PAGE> 21
Section 11. Miscellaneous.
11.1 Except as set forth herein, no right to receive any Deferred
Benefit shall be subject to anticipation, alienation, sale, assignment,
pledge, hypothecation, encumbrance or charge, and any attempt to anticipate,
alienate, sell, assign, pledge, hypothecate, encumber or charge the same will
be void; provided, however, a Representative may assign his or her right to
receive a Deferred Benefit to a revocable living trust set-up by such
Representative. No right under this Plan shall in any manner be liable for
or subject to any debts, contracts, liabilities or torts of the person
entitled to such rights.
11.2 Taxes and Withholdings.
(a) Any payment of a Deferred Benefit hereunder will be subject
to withholding of all applicable taxes.
(b) If the whole or any part of any Deferral Account shall become
liable for the payment of any estate, inheritance, income, or other tax which
the Company shall be required to pay, or is otherwise attached for the
payment of amounts owing by Representative, the Company shall have the full
power and authority to pay such obligation out of any monies or other
property in its hand for the account of Representative whose interests
hereunder are so liable. The Company shall provide Representative notice of
such payment. Prior to making any payment, the Company may require such
releases or other documents from any lawful taxing authority as it shall deem
necessary.
11.3. In addition to any other rights of set off the Company or any
Broker-Dealer Subsidiary might have, the Company shall have the right,
without prior notice, to set off any obligation of a participating
Representative owing to the Company or any Broker-Dealer Subsidiary against
amounts owing to Representative under the terms of this Plan.
11.4 Nothing in this Plan is intended to (a) limit in any way the
right of any Broker-Dealer Subsidiary to terminate a Representative's
contractor relationship with Broker-Dealer Subsidiary; or (b) otherwise
create any employment relationship between the Representative and any Broker-
Dealer Subsidiary or the Company.
11.5 The Company expects to continue this Plan but is not
obligated to do so. The Company reserves the right to amend, modify or
terminate this Plan at any time, or from time to time, in whole or in part,
for any reason (including, without limitation, a change, or an impending
change, in the applicable laws of the United States or any State). If this
Plan is amended, modified or terminated, the Committee shall be notified of
such action in writing executed by a duly authorized officer of the Company,
and thereafter this Plan shall be so amended, modified or terminated at the
time therein set forth. Any amendment, modification or termination of this
Plan shall be binding on Representative, but in no event may such amendment,
modification or termination reduce the amounts credited at that time to
Representative's Deferral Account. Upon termination of this Plan, the
Deferral Accounts shall either be paid in a lump sum immediately, or
distributed in some other manner consistent with this Plan, as determined by
the Committee in its sole direction.
11.6 In the event any provision of this Plan is held invalid, void
or unenforceable, the same shall not affect the validity of any other
provision of this Plan.
11.7 This Plan shall be governed by and construed in accordance
with the laws of the state of California.
<PAGE> 22
SCHEDULE 1
VALUATION FUNDS
SunAmerica Money Market Fund
SunAmerica U.S. Government Securities Fund
SunAmerica Balanced Assets Fund
SunAmerica Small Company Growth Fund
<PAGE> 23
EXHIBIT 4.2
DEFERRED COMPENSATION AGREEMENT
-------------------------------
This Deferred Compensation Agreement ("Agreement") is entered into
as of ____________________________ , by and between SUNAMERICA INC. (the
"Company"), ______________________________ , ("Broker-Dealer"), and
___________________ ("Representative").
The Company has established, in conjunction with Broker-Dealer, the
Registered Representatives' Deferred Compensation Plan (the "Plan") pursuant
to which Broker-Dealer's registered representatives may elect to defer
receipt of some or all of the commission and fee payments such registered
representatives are entitled to receive. In consideration of the mutual
agreements herein contained, the parties hereby agree as follows:
Section 1. The Plan. The deferral of compensation elected by
Representative hereunder is pursuant to the Plan, a copy of which
Representative has received and the terms of which are incorporated herein by
reference. Capitalized terms used herein which are not defined are used with
the meanings provided for in the Plan.
Section 2. Amount of Deferral.
2.1 Representative expects to be entitled to receive Earnings
from time to time from Broker-Dealer. Representative shall have the
opportunity, from time to time, to elect to defer the receipt of some or all
of such Earnings to which Representative may become entitled, pursuant to the
Plan. The obligation to pay such deferred Earnings shall be that of the
Company.
2.2 Pursuant to the terms of the Plan, Representative may defer
up to 100% of future Earnings, by executing this Agreement and completing an
Enrollment/Change Form to enroll in the Plan. The election shall remain in
effect until and unless modified as described below.
2.3 Representative may modify the percentage of Earnings he or
she has elected to defer in accordance with the provisions of the Plan. All
deferral elections must remain in effect for at least one full calendar year;
provided, however, that a participating Representative may reduce the
deferral amount to zero at any time during the year after participation in
the Plan for three full months, which change will become effective as soon as
is administratively possible. If Representative elects to reduce the
deferral amount to zero, such Representative may not participate in the Plan
for the next 12 calendar months and must thereafter complete the necessary
paperwork to re-enroll in the Plan. Each modification shall continue in
effect until changed by a further modification.
Section 3. Deferral Account.
3.1 The obligation to pay to Representative the amount deferred,
with the adjustments provided for in the Plan, shall be carried on the books
of the Company as an unsecured debt (the "Deferral Account"). The balance at
any time in the Deferral Account is not held in trust for Representative, and
neither Representative, his or her estate or personal representative(s) nor
his or her beneficiaries shall have any right, title or interest in or to any
funds in the Deferral Account, which is established by the Company merely for
the purpose or recording such unsecured contractual obligation. All funds in
the Deferral Account shall continue to be part of the general funds of the
Company.
3.2 Each Representative must elect the Valuation Fund(s) which
will be used to measure the value of his or her Deferral Account. Amounts
held in the Deferral Account will be treated as though invested in such
Valuation Fund(s) and adjustments to the value of the Deferral Account will
be made in accordance with the Plan. Representative may change the Valuation
Fund(s) against which the value of the Deferral Account will be indexed in
accordance with the terms of the Plan. The Company is not required to make
investments in the Valuation Funds.
<PAGE> 24
3.3 Deferral of Earnings pursuant to the Plan shall cease at the
earlier of: (a) the occurrence of a Termination Event; (b) the beginning of
the year selected by Representative as the Optional Distribution Date; or
(c) the date Company determines that deferrals must be suspended or the Plan
or this Agreement must be terminated. All deferred Earnings will be paid out
in accordance with the terms of the Plan.
Section 4. General Provisions.
4.1 Representative may obtain any necessary form(s) by request
to the Plan Administrator. All forms and agreements and any other necessary
documents must be properly executed and delivered to the Plan Administrator
within the specified time limitations in order to be effective.
4.2 Representative may designate a beneficiary or beneficiaries
to receive distribution(s) from the Deferral Account after the death of
Representative. Any person designated as a beneficiary shall be without
rights or interests until following Representative's death, and then only in
accordance with the Plan.
4.3 The Company shall have the right at any time to transfer its
obligations under the Plan to any affiliated entity without Representative's
consent.
4.4 Nothing in Plan is intended to (a) limit in any way the right
of Broker-Dealer to terminate Representative's contractor relationship with
Broker-Dealer; or (b) otherwise create any employment relationship between
the Representative and Broker-Dealer or the Company.
4.5 This Agreement shall be binding upon and inure to the benefit
of the Company and Broker-Dealer, their respective successors and assigns and
Representative, his or her heirs, executors, administrators and legal
representatives.
4.6 This Agreement and the Plan express the entire Agreement of
the parties, and all promises, representations, understandings, arrangements
and prior agreements are merged herein and superseded hereby.
4.7 If any of the provisions of this Agreement should be held to
be invalid, the remainder of this Agreement shall not be affected thereby.
4.8 This Agreement shall be governed by and construed in
accordance with the laws of the state of California.
IN WITNESS WHEREOF, the Company, Broker-Dealer and Representative
have executed this Agreement as of the day and year first written above.
SUNAMERICA INC.
By: ___________________________________
"Broker-Dealer"
____________________________________________
By: ___________________________________
Representative acknowledges having received a current prospectus for the Plan
and for each of the Valuation Funds currently available and agrees to abide
by all of the terms and conditions of the Plan.
REPRESENTATIVE:
Name: ________________________________________
(Please print)
Signature: ________________________________
<PAGE> 25
EXHIBIT 5.1
August 16, 1996
SunAmerica Inc.
1 SunAmerica Center
Century City
Los Angeles, California 90067-6022
RE: Registration Statement on Form S-3
----------------------------------
Ladies and Gentlemen:
We have acted as Maryland counsel to SunAmerica Inc. (the
"Corporation") in connection with its Registration Statement on Form S-3
filed with the Securities and Exchange Commission (the
"Commission") relating to up to $50,000,000 of deferred compensation
obligations ("Obligations") of the Company which are issuable under the
Registered Representatives' Deferred Compensation Plan (the "Plan").
We have reviewed the Charter and By-Laws of the Corporation, the
Registration Statement and the proceedings heretofore taken by the
Corporation in connection with the authorization of the Plan and the
Obligations. In addition, we have examined such other documents, instruments
and matters of law as we have deemed necessary to the rendering of the
opinions expressed below.
Based on the foregoing, we are of the opinion that:
1. The Company has been duly incorporated and is validly
existing under the laws of the State of Maryland.
2. The Obligations have been duly authorized for issuance, and
when issued in accordance with the terms and conditions set forth in the
Plan, will be validly issued.
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.
Very truly yours,
<PAGE> 26
<TABLE>
<CAPTION>
EXHIBIT 12.1
SUNAMERICA INC.
COMPUTATION OF EARNINGS TO FIXED
CHARGES
(FIXED CHARGES INCLUDE DIVIDENDS PAID ON
PREFERRED SECURITIES OF GRANTOR TRUSTS AND
INTEREST INCURRED ON SENIOR DEBT, BUT EXCLUDE
INTEREST INCURRED ON FIXED ANNUITIES,
GUARANTEED INVESTMENT CONTRACTS AND
TRUST DEPOSITS)
Nine
Nine
months
months
Years ended September 30,
ended ended
--------------------------------------------------------------------- June 30,
June 30,
1991 1992 1993 1994 1995 1995
1996
-------- -------- -------- -------- -------- --------
- --------
(In thousands, except ratios)
(unaudited)
<S> <C> <C> <C> <C> <C>
<C> <C>
Earnings:
Pretax income $ 73,381 $111,091 $184,011 $240,001 $279,606
$199,653 $289,484
-------- -------- -------- -------- -------- --------
- --------
Add:
Interest incurred on:
Senior indebtedness 33,072 33,224 36,246 50,292 55,985
41,031 53,112
Subordinated notes 10,473 3,941 -- -- -- --
--
-------- -------- -------- -------- -------- --------
- --------
Total interest
incurred 43,545 37,165 36,246 50,292 55,985
41,031 53,112
-------- -------- -------- -------- -------- --------
- --------
Dividends paid on
preferred securities
of grantor trusts -- -- -- -- 1,673 364
15,064
-------- -------- -------- -------- -------- -------- --------
Total earnings $116,926 $148,256 $220,257 $290,293 $337,264
$241,048 $357,660
======== ======== ========
======== ======== ======== ========
Fixed charges:
Interest incurred on:
Senior indebtedness $ 33,072 $ 33,224 $ 36,246 $ 50,292 $ 55,985
$ 41,031 $ 53,112
Subordinated notes 10,473 3,941 -- -- -- --
--
-------- -------- -------- -------- -------- -------- --------
Total interest
incurred 43,545 37,165 36,246 50,292 55,985
41,031 53,112
Dividends paid on
preferred securities
of grantor trusts -- -- -- -- 1,673 364
15,064
-------- -------- -------- -------- -------- -------- --------
Total fixed charges $ 43,545 $ 37,165 $ 36,246 $ 50,292 $ 57,658
$ 41,395 $ 68,176
======== ======== ========
======== ======== ======== ========
Ratio of earnings
to fixed charges
(which include
dividends paid on
preferred
securities of
grantor trusts
and interest
incurred on
senior debt, but
exclude interest
incurred on fixed
annuities,
guaranteed
investment
contracts
and trust deposits) 2.7x 4.0x 6.1x 5.8x 5.8x
5.8x 5.2x
======== ======== ========
======== ======= ======== ========
</TABLE>
<PAGE> 27
<TABLE>
<CAPTION> EXHIBIT 12.1 (CONTINUED)
SUNAMERICA INC.
RATIO TO EARNINGS TO FIXED CHARGES
(FIXED CHARGES INCLUDE DIVIDENDS PAID ON PREFERRED
SECURITIES OF GRANTOR TRUSTS AND
INTEREST INCURRED ON SENIOR DEBT, FIXED
ANNUITIES, GUARANTEED INVESTMENT
CONTRACTS AND TRUST DEPOSITS)
Nine
Nine
months
months
Years ended September 30, ended
ended
-------------------------------------------------------------------- June 30, June
30,
1991 1992 1993 1994 1995 1995
1996
-------- -------- -------- -------- -------- -------- --------
(In thousands, except ratios)
(unaudited)
<S> <C> <C> <C> <C> <C>
<C> <C>
Earnings:
Pretax income $ 73,381 $111,091 $184,011 $240,001 $279,606
$199,653 $289,484
-------- -------- -------- -------- -------- -------- --------
Add:
Interest incurred on:
Fixed annuity
contracts 411,084 362,094 308,910 254,464 258,730
190,284 284,576
Guaranteed investment
contracts 124,381 140,114 136,984 150,424 213,340
151,776 185,782
Trust deposits -- 4,256 8,438 8,516 10,519 7,901
7,585
Senior indebtedness 33,072 33,224 36,246 50,292 55,985
41,031 53,112
Subordinated notes 10,473 3,941 -- -- -- --
--
-------- -------- -------- -------- -------- -------- --------
Total interest
incurred 579,010 543,629 490,578 463,696 538,574
390,992 531,055
-------- -------- -------- -------- -------- -------- --------
Dividends paid on
preferred securities
of grantor trusts -- -- -- -- 1,673 364
15,064
-------- -------- -------- -------- -------- -------- --------
Total earnings $652,391 $654,720 $674,589 $703,697 $819,853
$591,009 $835,603
======== ======== ========
======== ======== ======== ========
Fixed charges:
Interest incurred on:
Fixed annuity
contracts $411,084 $362,094 $308,910 $254,464 $258,730
$190,284 $284,576
Guaranteed investment
contracts 124,381 140,114 136,984 150,424 213,340
151,776 185,782
Trust deposits -- 4,256 8,438 8,516 10,519 7,901
7,585
Senior indebtedness 33,072 33,224 36,246 50,292 55,985
41,031 53,112
Subordinated notes 10,473 3,941 -- -- -- --
--
-------- -------- -------- -------- -------- -------- --------
Total interest
incurred 579,010 543,629 490,578 463,696 538,574
390,992 531,055
Dividends paid on
preferred securities
of grantor trusts -- -- -- -- 1,673 364
15,064
-------- -------- -------- -------- -------- -------- --------
Total fixed charges $579,010 $543,629 $490,578 $463,696 $540,247
$391,356 $546,119
======== ======== ========
======== ======== ======== ========
Ratio of earnings
to fixed charges
(which include
dividends paid on
preferred
securities of
grantor trusts
and interest
incurred on
senior debt,
fixed annuities,
guaranteed
investment
contracts
and trust deposits) 1.1x 1.2x 1.4x 1.5x 1.5x 1.5x
1.5x
======== ======== ========
======== ======== ======== ========
</TABLE>
<PAGE> 28
EXHIBIT 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
----------------------------------
We hereby consent to the incorporation by reference in the Prospectus
constituting part of this Registration Statement on Form S-3 of our report
dated November 6, 1995 appearing on page F-2 of SunAmerica Inc.'s Annual
Report on Form 10-K for the year ended September 30, 1995. We also consent
to the incorporation by reference of our report on the Financial Statement
Schedules, which appears on page S-2 of such Annual Report on Form 10-K. We
also consent to the reference to us under the heading "Experts".
PRICE WATERHOUSE LLP
Los Angeles, California
August 15, 1996
