UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
SUNAMERICA CAPITAL TRUST III SUNAMERICA INC.
(Exact name of Registrant as specified (Exact name of Registrant as specified
in its charter) in its charter)
Delaware Maryland
(State or other jurisdiction of (State or other jurisdiction of
incorporation or organization) incorporation or organization)
95-6994850 86-0176061
(I.R.S. Employer Identification No.) (I.R.S. Employer Identification No.)
c/o SunAmerica Inc.
1 SunAmerica Center 1 SunAmerica Center
Los Angeles, California 90067-6022 Los Angeles, California 90067-6022
(310) 772-6000 (310) 772-6000
(Address and telephone number (Address and telephone number
of principal executive offices) of principal executive offices)
If this form relates to the If this form relates to the
registration of a class of debt registration of a class of debt
securities and is effective upon securities and is to become effective
filing pursuant to General Instruction simultaneously with the effectiveness
A(c)(1) please check the following of a concurrent registration
box: [ ] statement under the Securities Act of
1933 pursuant to General Instruction
A(c)(2) please check the following
box: [ ]
Securities to be registered pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange on which
to be so registered each class is to be registered
__% Trust Originated Preferred New York Stock Exchange
Securities
Securities to be registered pursuant to Section 12(g) of the Act:
(None)
INFORMATION REQUIRED IN REGISTRATION STATEMENT
Item 1. Description of Registrants' Securities to be Registered.
For a full description of the __% Trust Originated Preferred
Securities (the "Securities") being registered hereby, reference is made to
the information contained under the captions "The SunAmerica Trusts",
"Description of the Preferred Securities", "Description of the Preferred
Securities Guarantees" and "Description of the Junior Subordinated Debt
Securities" in the base Prospectus dated October 31, 1996 (the "Prospectus")
contained in Amendment No. 2 to the Registrants' Registration Statement on
Form S-3 (Registration Nos. 333-14201 and 333-14201-01) and information
contained under the captions "Description of the Preferred Securities", and
"Description of the Junior Subordinated Debentures" in a Prospectus Supplement
relating to the Securities to be filed by the Registrants' pursuant to Rule
424(b) under the Securities Act of 1933, as amended. The information
contained in the foregoing Registration Statement and Prospectus Supplement
are incorporated herein by reference.
Item 2. Exhibits.
Prospectus dated October 31, 1996, included in Amendment No. 2 to the
Registrants' Registration Statement on Form S-3 (Registration Nos.
333-14201 and 333-14201-01) as filed with the Commission on October
31, 1996 and hereby incorporated by reference herein
Preliminary Prospectus Supplement dated November 1, 1996, subject to
completion, as filed with the Commission on November 4, 1996 and
incorporated by reference herein along with the subsequent final
Prospectus Supplement
Declaration of Trust dated September 6, 1995 of SunAmerica Capital
Trust III (incorporated by reference to Exhibit 4.5 to the
Registrants' Registration Statement on Form S-3 (Registration Nos.
333-14201 and 333-14201-01))
Form of Amended and Restated Declaration of Trust of SunAmerica
Capital Trust III (incorporated by reference to Exhibit 4.13 to the
Registrants' Registration Statement on Form S-3 (Registration Nos.
333-14201 and 333-14201-01))
Form of Non-convertible Preferred Security (included in immediately
preceding exhibit)
Form of Preferred Securities Guarantee with respect to Preferred
Security (incorporated by reference to Exhibit 4.19 to the
Registrants' Registration Statement on Form S-3 (Registration Nos.
333-14201 and 333-14201-01))
Junior Subordinated Indenture dated as of March 15, 1995 between
SunAmerica Inc. and The First National Bank of Chicago, as Trustee
(incorporated by reference to Exhibit 4.4 to the Registrants'
Registration Statement on Form S-3 (Registration Nos. 333-14201 and
333-14201-01))
Form of Supplemental Indenture to be used in connection with issuance
of Junior Subordinated Debt Securities and Preferred Securities
(incorporated by reference to Exhibit 4.16 of the Registrants'
Registration Statement on Form S-3 (Registration Nos. 333-14201 and
333-14201-01))
SIGNATURES
Pursuant to the requirements of Section 12 of the Securities Exchange
Act of 1934, the registrants have duly caused this Form 8-A to the
registration statement to be signed on their behalf by the undersigned,
thereto duly authorized.
(Registrant) SunAmerica Capital Trust III
By: SunAmerica Inc.,
as Sponsor
By: /s/ Susan L. Harris
Name: Susan L. Harris
Title: Senior Vice President, General
Counsel-Corporate Affairs
and Secretary
(Registrant) SunAmerica Inc.
By: /s/ Susan L. Harris
Name: Susan L. Harris
Title: Senior Vice President, General
Counsel-Corporate Affairs
and Secretary
