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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 11)
SunAmerica Inc.
(Name of Issuer)
Common Stock
------------------------------
(Title of Class of Securities)
866 930 10 0
--------------
(CUSIP Number)
Cindy Quane
1999 Avenue of the Stars, Suite 3170
Los Angeles, CA 90067
(310) 843-3680
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(Name, Address and Telephone Number of Person Authorized
to Receive Notice and Communications)
November 26, 1996
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(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box / /.
Check the following box if a fee is being paid with the statement / /. (A fee
is not required only if the reporting person: (1) has a previous statement on
file reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class.)
(See Rule 13d-7.)
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Schedule 13D
CUSIP No. 866 930 10 0
1. Names of Reporting Persons S.S. or I.R.S. Identification No. of above
persons: Eli Broad
###-##-####
2. Check Appropriate Box if a member of a group: (a) / /
(b) / /
3. SEC use only:
4. Source of funds: OO
5. Check box if disclosure of legal proceedings is required pursuant to
items 2(d) or 2(e): / /
6. Citizenship or place of organization: U.S.A.
7. Sole voting power: 14,986,314
8. Shared voting power: 65,136
9. Sole dispositive power: 14,270,442
10. Shared dispositive power: 65,136
11. Aggregate amount beneficially owned by each reporting person:
15,090,450
Of these shares, 5,930,156 are held in the form of Common
Stock, and 9,160,294 are held in the form of Nontransferable
Class B Stock, which is convertible at any time into Common
Stock ("Class B Stock").
12. Check box if the aggregate amount in Row (11) excludes certain shares:
/ /
13. Percent of Class represented by amount in Row (11):
Common Stock (assuming exercise of stock options and
conversion of Class B stock) 12.2%
Class B Stock 84.4%
14. Type of reporting person: IN
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SCHEDULE 13 D
AMENDMENT NO. 11
SUNAMERICA INC.
This Amendment is filed on behalf of Eli Broad (the "Reporting Person").
The undersigned hereby amends Amendment No. 10 to Schedule 13D filed on
June 27, 1996 (as amended, "Schedule 13D"), relating to the Common Stock ($1.00
par value) of SunAmerica Inc. in the respects hereinafter set forth. Unless
otherwise indicated in this Amendment, all terms referred to herein shall have
the same meanings as used or defined in the Schedule 13D.
ITEM 1 - Security and Issuer
Common Stock $1.00 par value of SunAmerica Inc., 1 SunAmerica
Center, Los Angeles, California 90067-6022.
ITEM 2 - Identity and Background
(a) Name: Eli Broad
(b) Business Address: 1 SunAmerica Center, Los Angeles,
California 90067-6022
(c) Principal Employment: Chairman of the Board, Chief
Executive Officer and President, SunAmerica Inc., 1
SunAmerica Center, Los Angeles, California 90067-
6022
(d) Criminal Proceedings: None
(e) Civil Proceedings: None
(f) Citizenship: U.S.A.
ITEM 3 - Source and Amount of Funds or Other Consideration.
Since the date of the last filing by the Reporting Person, the
Reporting Person, pursuant to the Issuer's employee benefit plans, has acquired
246,744 restricted shares on November 7, 1996 and 740,232 stock options, which
are immediately exerciseable, on October 14, 1996. This report also reflects a
2-for-1 stock split of the issued and outstanding Common Stock of the Issuer
paid August 30, 1996, to holders of record at the close of business on August
21, 1996.
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ITEM 4 - Purpose of Transaction.
Effective November 26, 1996, the Reporting Person resigned as
Trustee of the Donald and Glorya Kaufman 1980 Children's Trust (the "Trust"),
of which the Reporting Person exercised sole voting and dispositive powers over
the 1,391,176 shares of the Issuer's Common Stock held by the Trust. As of the
close of business on November 26, 1996, the Trust held approximately 1.23% of
the outstanding shares of the Issuer's Common Stock.
The Reporting Person may, subject to market and other
conditions, purchase additional shares of the Issuer, dispose of some or all of
his shares, or consider the possibility of any such plan or proposal from time
to time in amounts not yet determined. The Reporting Person does not have any
plans or proposals with respect to the matters set forth in (a) through (j) of
Item 4 of Schedule 13D.
ITEM 5 - Interest in Securities of the Issuer.
(a) The Reporting Person beneficially owns 15,090,450
shares of Common Stock and Class B Stock, which is
approximately 12.2% of the outstanding shares (based
upon 123,281,356 shares of Common Stock outstanding
as of November 26, 1996, which amount assumes
conversion of Reporting Person's 9,160,294 Class B
stock, which shares are convertible at any time to
Common Stock on a share for share basis, and exercise
of 3,605,700 stock options granted under the Issuer's
employee stock plans which are or which will be
exercisable within sixty (60) days). Of the
15,090,450 shares, 5,930,156 are Common Stock of
which 1,467,518 shares are directly owned by the
Reporting person; 715,872 shares represent restricted
shares granted under the Issuer's employee stock
plans as to which the Reporting Person has voting,
but no dispositive power; 75,846 shares are
registered in the name of a corporation, of which
100% is owned directly and indirectly by the
Reporting Person and of which the Reporting Person is
a director and has sole voting and dispositive
powers; 65,136 shares are held by The Eli and Edythe
Broad Foundation of which the Reporting Person is
director and as to which he has shared voting and
dispositive powers with two other directors;
3,605,700 shares represent stock options granted
under the Issuer's employee stock plans which are or
which will be exercisable within sixty (60) days and
as to which the Reporting Person has
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no voting or dispositive power until exercised; 84
shares, acquired under the SunAmerica 401(k) plan and
purchased by company contributions, to which the
Reporting Person has sole voting and dispositive
power; and 9,160,294 shares are of Class B Stock,
which is approximately 84.4% of the outstanding
shares (based upon 10,848,468 shares of Class B Stock
outstanding as of November 26, 1996), of which
8,456,140 shares are held directly by the Reporting
Person; and 704,154 shares are registered in the name
of a corporation, of which 100% is owned directly and
indirectly by the Reporting Person and of which he is
a director and has sole voting and dispositive
powers.
(b) Of the aggregate 15,090,450 shares of Common Stock
and Class B Stock, the Reporting Person has sole
voting power over 14,986,314 shares of Common Stock
and Class B Stock, and sole dispositive power over
14,270,442 shares. The Reporting Person has no
dispositive power over 715,872 shares which represent
restricted shares granted under the Issuer's employee
stock plans. The Reporting Person shares voting and
dispositive powers with two other directors over
65,136 shares of Common Stock held by The Eli and
Edythe Broad Foundation. The following information
is supplied as to those two other directors:
<TABLE>
<S> <C> <C> <C>
(i) Leroy Golman (i) Richard D. Rohr
(ii) 540 Warner Avenue (ii) 100 Renaissance Ctr.
Los Angeles, California 34th Floor
90024 Detroit, Michigan
48243
(iii) Consultant (iii) Attorney-at-Law,
Partner
Bodman, Longley & Dahling
(iv) None (iv) None
(v) None (v) None
(vi) U.S.A. (vi) U.S.A.
</TABLE>
(c) Refer to Item 3 for description of the Reporting
Person's transaction in the securities reported.
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(d) The corporation referred to in Paragraph (b) of Item
5 above has the right to receive or the power to
direct the receipts of dividends from, and the
proceeds from the sale of, such shares of the Issuer
owned by it. The Foundation described in Paragraph
(b) of Item 5 above has the right to receive or the
power to direct the receipt of dividends from, and
the proceeds from the sale of, 65,136 shares of the
Issuer owned by the Foundation.
(e) Not applicable.
ITEM 6 - Contracts, Arrangements, Understandings and Relationships with
Respect to Securities of the Issuer.
Under that certain Resignation as Trustee, the Reporting Person
resigned as Trustee of the Donald B. Kaufman and Glorya Kaufman 1980 Children's
Trust on November 26, 1996.
The Reporting Person has the right to purchase 3,605,700 shares
of Common Stock within sixty (60) days from this filing and also has been
granted 715,872 restricted shares under the Issuer's employee stock plans.
Unless or until such options are exercised, the Reporting Person does not have
voting or dispositive powers with respect to such option shares. With respect
to the restricted shares, the Reporting Person has voting, but no dispositive
power until such time as the restrictions thereon lapse.
ITEM 7 - Material to be Filed as Exhibits.
None.
SIGNATURES
After reasonable 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.
/s/ ELI BROAD
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Eli Broad
Dated: December 10, 1996
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