------------------------------------------------------------------------------
As filed with the Securities and Exchange Commission on May 20, 1996
Registration No. 333-
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 of identification number)
incorporation or
organization)
1 SunAmerica Center
Los Angeles, California 90067-6022
(Address, including zip code, and telephone number, including
area code, of Registrant's principal executive offices)
Susan L. Harris, Esq.
Senior Vice President and
General Counsel -- Corporate Affairs
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)
Copies to:
Jeffrey Small, Esq. Gregg A. Noel, Esq.
Davis Polk & Wardwell Skadden, Arps, Slate, Meagher & Flom
450 Lexington Avenue 300 South Grand Avenue, Suite 3400
New York, New York 10017 Los Angeles, California 90071
(212) 450-4000 (213) 687-5000
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. / /
----
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
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. /X/
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<TABLE>
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CALCULATION OF REGISTRATION FEE
<CAPTION>
Proposed Maximum Proposed Maximum Amount of
Title of Each Class of Amount to Offering Price Aggregate Registration
Securities to be Registered(1) be Registered(1) Per Share(2) Offering Price(2) Fee
--------------------------------------- -------------------- ------------------ ------------------ --------------
<S> <C> <C> <C> <C>
Common Stock, par value $1 per share... 3,450,000 Shares(3) $ 55.875 $192,768,750.00 $66,471.98
--------------------------------------------------------------------------------------------------------------------------------
<FN>
(1) Includes 450,000 shares of Common Stock deliverable on exercise of an
over-allotment option.
(2) Estimated solely for the purpose of
calculating the registration fee pursuant to Rule 457 under the
Securities Act of 1933, based on the average of the high and low
prices of the Common Stock on the New York Stock Exchange on May 17,
1996.
(3) Such shares are deliverable upon maturity or redemption of
the STRYPES (the "STRYPES") of Merrill Lynch & Co., Inc. (plus such
indeterminate number of shares as may be deliverable as a result of the
anti-dilution provisions of the STRYPES), which are being registered
pursuant to a separate registration statement on Form S-3 by Merrill
Lynch & Co., Inc.
</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.
SUBJECT TO COMPLETION, DATED MAY 20, 1996
[LOGO]
PROSPECTUS
3,000,000 Shares
SunAmerica Inc.
Common Stock
This Prospectus relates to 3,000,000 shares of Common Stock, par value $1
per share (the "Common Stock"), of SunAmerica Inc., a Maryland corporation
(the "Company"), which may be delivered by Merrill Lynch & Co., Inc. ("ML &
Co.") upon payment and discharge of the Structured Yield Product Exchangeable
for Stock[SM], __% STRYPES[SM] Due , 1999 (each a "STRYPES") of ML &
Co. at maturity or upon earlier redemption (subject to ML & Co.'s option to
deliver an amount in cash). ML & Co. has granted the underwriter of the
STRYPES an option for 30 days to purchase up to an additional 450,000 STRYPES,
solely to cover over-allotments, which additional STRYPES may be paid and
discharged by ML & Co. by delivery of up to an additional 450,000 shares of
Common Stock, to which this Prospectus also relates.
The Company will not receive any of the proceeds from the sale of the
STRYPES or from the sale of such Common Stock. All of the shares of Common
Stock covered hereby are beneficially owned by Mr. Eli Broad, Chairman, Chief
Executive Officer and President of the Company, who may deliver such Common
Stock to a subsidiary of ML & Co. (the "ML & Co. Subsidiary") pursuant to an
agreement (the "Stock Agreement") among Mr. Broad, ML & Co. and the ML & Co.
Subsidiary (or, at Mr. Broad's option, an amount in cash).
The STRYPES are offered by a separate prospectus of ML & Co. (the "STRYPES
Prospectus"). This Prospectus relates only to the Common Stock covered hereby
and does not relate to the STRYPES. THE COMPANY TAKES NO RESPONSIBILITY FOR
ANY INFORMATION INCLUDED IN OR OMITTED FROM THE STRYPES PROSPECTUS. THE
STRYPES PROSPECTUS DOES NOT CONSTITUTE A PART OF THIS PROSPECTUS, NOR IS IT
INCORPORATED BY REFERENCE HEREIN. Because the STRYPES are a separate security
issued by ML & Co. for which the Company has no responsibility, an investment
in the STRYPES may have materially different characteristics from an
investment in the Common Stock.
The Common Stock is traded on the New York Stock Exchange, Inc. ("NYSE")
under the trading symbol "SAI". On May 17, 1996, the last reported sale price
of the Common Stock on the NYSE was $56 per share. See "Common Stock Price
Ranges and Dividends."
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.
[SM]Service Mark of Merrill Lynch & Co., Inc.
The date of this Prospectus is , 1996.
IN CONNECTION WITH THIS OFFERING, MERRILL LYNCH, PIERCE, FENNER & SMITH
INCORPORATED MAY OVER-ALLOT OR EFFECT TRANSACTIONS WHICH STABILIZE OR MAINTAIN
THE MARKET PRICE OF THE COMMON STOCK AT A LEVEL ABOVE THAT WHICH MIGHT
OTHERWISE PREVAIL IN THE OPEN MARKET. SUCH TRANSACTIONS MAY BE EFFECTED ON
THE NEW YORK STOCK EXCHANGE, ON THE PACIFIC STOCK EXCHANGE, IN THE
OVER-THE-COUNTER MARKET OR OTHERWISE. SUCH STABILIZING, IF COMMENCED, MAY BE
DISCONTINUED AT ANY TIME.
For North Carolina Investors: The Commissioner of Insurance of the
State of North Carolina has not approved or disapproved this offering nor has
the Commission of Insurance ruled upon the accuracy or adequacy of this
Prospectus.
No dealer, salesperson or other individual has been authorized to give
any information or to make any representations other than those contained or
incorporated by reference in this Prospectus and, if given or made, such
information or representations must not be relied upon as having been
authorized by the Company. This Prospectus does not constitute an offer to
sell, or a solicitation of an offer to buy, any securities other than those
specifically offered hereby or of any securities offered hereby in any
jurisdiction to any person to whom it is unlawful to make an offer or
solicitation in such jurisdiction. Neither the delivery of this Prospectus
nor any sale made hereunder shall, under any circumstances, create an
implication that there has been no change in the affairs of the Company since
the date hereof or that the information contained herein is correct as of any
time subsequent to its date.
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 companies 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, unaffiliated broker-dealers, independent
general insurance agents and other financial institutions.
In fiscal 1996, the Company made several acquisitions that have added a
total of $4.6 billion in annuity reserves and enhanced its position in the
financial institution and qualified teachers markets. In December, it
purchased CalFarm Life Insurance Company, which has more than $620 million in
annuity reserves. In February, the Company acquired Ford Life Insurance
Company, which has annuity reserves of approximately $3 billion, and in April
purchased $950 million in annuity reserves from The Central National Life
Insurance Company of Omaha. In January, 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 and brought its field force of independent
registered representatives to more than 6,300, up from 5,200 at the end of the
1995 fiscal year.
The Company's net income increased to $133.0 million in the first six
months of fiscal 1996 from $92.5 million in the first six months of fiscal
1995, or 43.8%.
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 of the proceeds from the sale of the
STRYPES or from the sale of the Common Stock. All of the shares of Common
Stock covered hereby are beneficially owned by Mr. Eli Broad, who may deliver
such Common Stock to the ML & Co. Subsidiary pursuant to the Stock Agreement
(or, at Mr. Broad's option, an amount in cash).
STOCK OWNERSHIP BY MR. BROAD
Mr. Broad is the Chairman, Chief Executive Officer and President of the
Company. At April 30, 1996, Mr. Broad beneficially owned an aggregate of
11,026,274 shares of Common Stock and Class B Stock (as defined under
"Description of Capital Stock") and controlled 59.2% of the total number of
votes entitled to be cast by holders of Common Stock and Class B Stock, voting
together as a single class, at a general meeting of shareholders. Of these
shares, 1,363,734 represent shares of Common Stock that Mr. Broad has the
right to purchase, at prices ranging from $4.33 per share to $44.92 per share,
pursuant to vested stock options. In addition, Mr. Broad will have the right
to purchase up to an additional 108,000 shares of Common Stock at prices
ranging from $7.04 per share to $21.46 per share pursuant to stock options
that will be fully vested on various dates during the period July 25, 1996
through July 29, 1998. Such options require Mr. Broad to be employed by the
Company on the date of vesting. Pursuant to the Company's Long-Term
Performance-Based Incentive Compensation Plan, Mr. Broad may be granted by
September 30, 1998, up to an additional 348,372 shares of restricted Common
Stock and options to purchase up to an additional 1,045,116 shares of Common
Stock, depending upon the achievement of specified performance objectives
established at the outset of such plan.
Of the 11,026,274 shares beneficially owned by Mr. Broad, 2,902,500
shares are registered in the name of Stanford Ranch, Inc. ("Stanford Ranch"),
as to which Mr. Broad exercises voting and investment control. On January 12,
1996, the Company, Stanford Ranch, Mr. Broad and the other stockholders of
Stanford Ranch entered into an agreement providing for a share exchange (the
"Share Exchange") pursuant to which the stockholders of Stanford Ranch will
receive an aggregate of 2,862,500 shares of Common Stock in exchange for their
ownership interests in Stanford Ranch, the sole asset of which at the time of
the consummation of the Share Exchange will be 2,902,500 shares of Class B
Stock. In addition, prior to the consummation of the Share Exchange, Mr.
Broad is obligated to convert or cause the conversion of a sufficient number
of shares of Class B Stock into Common Stock such that, after giving effect to
such conversion and the Share Exchange, the total number of votes entitled to
be cast by holders of Class B Stock will be less than 50% of the total number
of votes entitled to be cast by holders of Common Stock, Class B Stock and the
Company's Adjustable Rate Cumulative Preferred Stock, Series C, no par value,
voting together as a single class (the "Conversion Commitment"). See
"Description of Capital Stock -- Common Stock and Class B Stock -- Voting
Rights" and "-- Class B Conversion Rights." After giving effect to the Share
Exchange and the Conversion Commitment (assuming conversion of all of the
Class B Stock held by the Donald B. Kaufman Marital Trust) as if such
transactions had occurred on April 30, 1996, Mr. Broad would have controlled
51.9% of the total number of votes entitled to be cast by holders of Common
Stock and Class B Stock, voting together as a single class. The Share
Exchange is expected to be consummated in June 1996.
Pursuant to the Stock Agreement, Mr. Broad may deliver up to
3,000,000 shares (3,450,000 shares if the over-allotment option granted to
the underwriter of the STRYPES is exercised in full) of Class B Stock
(which Class B Stock would convert into Common Stock upon such delivery --
see "Description of Capital Stock -- Common Stock and Class B Stock --
Class B Conversion Rights") to the ML & Co. Subsidiary (or, at Mr.
Broad's option, an amount in cash). Mr. Broad has the right at any time
to modify the Stock Agreement so that he may deliver Common Stock (or cash)
instead of Class B Stock (or cash). Until such shares are delivered, Mr.
Broad will retain the right to vote such shares and receive dividends
thereon.
COMMON STOCK PRICE RANGES AND DIVIDENDS
The Common Stock sale prices (as quoted on the NYSE Composite Tape) and
per share dividend data for each full quarter during fiscal years ended
September 30, 1994 and 1995, for the first and second fiscal quarters of 1996
and for the third fiscal quarter of 1996 through May 17, 1996 are set forth
below. The payment of future dividends on the Common Stock and the amounts
thereof will depend on business conditions, earnings and financial
requirements of the Company and other relevant factors. The sale prices and
dividend amounts set forth below have been restated to reflect a three-for-two
stock split paid in the form of a stock dividend on November 10, 1995.
The Company's Common Stock trades under the symbol SAI.
<TABLE>
<CAPTION>
Common Stock Prices Dividends Paid
-------------------------- --------------------------------------
Common Nontransferable
High Low Stock Class B Stock(1)
--------- ---------- ------- ----------------
<S> <C> <C> <C> <C>
Fiscal Year
1994
First Quarter............................. $31 $22 $ .067 $ .06
Second Quarter............................ 29 1/8 22 3/8 .067 .06
Third Quarter............................. 29 1/2 22 7/8 .067 .06
Fourth Quarter............................ 30 7/8 26 7/8 .067 .06
1995
First Quarter............................. $27 7/8 $22 7/8 $ .10 $ .09
Second Quarter............................ 29 1/2 24 .10 .09
Third Quarter............................. 37 28 1/4 .10 .09
Fourth Quarter............................ 42 33 1/2 .10 .09
1996
First Quarter............................. $49 3/4 $40 53/64 $ .15 $ .135
Second Quarter............................ 57 1/2 44 1/8 .15 .135
Third Quarter (through May 17,
1996)............................... 57 3/4 45 5/8
<FN>
________________
(1) Holders of Nontransferable Class B Stock are entitled to receive cash dividends equal to 90% of any cash
dividends paid to holders of the Common Stock. For a description of the rights of holders of
Nontransferable Class B Stock, see "Description of Capital Stock--Common Stock and Class B Stock."
</TABLE>
CAPITALIZATION
The following table sets forth the unaudited consolidated capitalization
of the Company at March 31, 1996. The table should be read in conjunction
with the Company's consolidated financial statements and notes thereto
included in the documents incorporated by reference herein. See
"Incorporation of Certain Documents by Reference."
March 31, 1996
(In thousands)
Indebtedness (interest rates are as of March 31, 1996):
Short-term indebtedness.................................. $ 63,359
Long-term notes and debentures:
Medium-term notes due 1998 through 2025 (5 1/2% to
7 3/8%).............................................. 248,335
8 1/8% debentures due April 28, 2023................... 100,000
9.95% debentures due February 1, 2012.................. 100,000
9% notes due January 15, 1999.......................... 125,000
Total long-term notes and debentures................. 573,335
Total indebtedness....................................... 636,694
Company-obligated mandatorily redeemable preferred
securities of subsidiary grantor trusts................ 237,631(1)
Shareholders' equity:
Preferred Stock........................................ 384,549
Nontransferable Class B Stock.......................... 10,240
Common Stock........................................... 49,440
Additional paid-in capital............................. 357,295
Retained earnings...................................... 757,525
Net unrealized losses on debt and equity
securities available for sale........................ (32,173)
Total shareholders' equity............................. 1,526,876
Total capitalization..................................... $2,401,201
-------------
(1) Represents the Company-obligated mandatorily redeemable preferred
securities of (1) SunAmerica Capital Trust I, the sole asset of which is
$54.26 million principal amount of 9.95% Junior Subordinated Debentures
due 2044 of the Company and (2) SunAmerica Capital Trust II, the sole
asset of which is $191.22 million principal amount of 8.35% Junior
Subordinated Debentures due 2044 of the Company.
SELECTED CONSOLIDATED FINANCIAL DATA
Reference is made to the Company's Annual Report on Form 10-K for the
fiscal year ended September 30, 1995 (the "Form 10-K"), which is incorporated
by reference herein and which contains the Company's audited consolidated
financial statements, including the consolidated income statement for the
Company's three fiscal years in the period ended September 30, 1995,
consolidated balance sheets as of September 30, 1994 and 1995, and the related
notes. Selected unaudited financial information as of and for the six months
ended March 31, 1995 and 1996 should be read in conjunction with the audited
consolidated financial statements and related notes contained in the Form 10-K
and the unaudited consolidated financial statements contained in the Company's
Quarterly Report on Form 10-Q for the quarter ended March 31, 1996, which
report is also incorporated by reference herein. Such unaudited information
reflects, in the opinion of management, all adjustments, consisting of only
normal accruals, necessary for a consistent presentation with the audited
financial information. Results of operations for the six months ended March
31, 1995 and 1996 may not necessarily be indicative of the results to be
expected for the full fiscal year. Per share amounts and dividends have been
restated to reflect a three-for-two stock split paid in the form of a stock
dividend on November 10, 1995.
<TABLE>
<CAPTION> Six months ended
Year ended September 30, March 31,
------------------------------------------------------- ---------------------
1991 1992 1993 1994 1995 1995 1996
-------- -------- -------- -------- -------- -------- --------
(in thousands, except per share amount)
<S> <C> <C> <C> <C> <C> <C> <C>
Results of operations..........................
Net investment income.......................... $162,412 $219,384 $263,791 $294,454 $365,555 $164,825 $214,420
Net realized investment losses................. (46,060) (56,364) (21,287) (21,124) (33,012) (15,575) (2,185)
Fee income..................................... 92,689 112,831 134,305 150,736 179,288 83,636 104,642
General and administrative expenses............ (120,475) (133,058) (135,790) (132,743) (166,540) (74,224) (94,340)
Provision for future guaranty fund assessments. -- -- (22,000) -- -- -- --
Amortization of deferred acquisition costs..... (40,088) (48,375) (51,860) (66,925) (80,829) (37,414) (40,516)
Other income, net.............................. 24,903 16,673 16,852 15,603 15,144 9,040 8,006
Pretax income.................................. 73,381 111,091 184,011 240,001 279,606 130,288 190,027
Income tax expense............................. (25,900) (34,300) (57,000) (74,700) (85,400) (37,800) (57,000)
Income before cumulative effect of change in 47,481 76,791 127,011 165,301 194,206 92,488 133,027
accounting for income taxes.................
Cumulative effect of change in accounting for
income taxes................................ -- -- -- (33,500) -- -- --
Net income..................................... $47,481 $76,791 $127,011 $131,801 $194,206 $92,488 $133,027
Earnings per share:
Income before cumulative effect of change
in accounting for income taxes.............. $0.88 $1.20 $1.83 $2.39 $2.84 $1.34 $1.90
Cumulative effect of change in accounting
for income taxes............................ -- -- -- (0.54) -- -- --
Net income $0.88 $1.20 $1.83 $1.85 $2.84 $1.34 $1.90
Cash dividends per share paid to common
shareholders:
Nontransferable Class B Stock(1)............ $0.120 $0.120 $0.1681 $0.240 $0.360 $.180 $.270
Common Stock................................ $0.133 $0.13 $0.187 $0.268 $0.400 $.200 $.300
________________
<FN>
(1) Holders of Nontransferable Class B Stock are entitled to receive
cash dividends equal to 90% of any cash dividends paid to holders of
the Common Stock. For a description of the rights of holders of
Nontransferable Class B Stock, see "Description of Capital Stock--
Common Stock and Class B Stock."
</TABLE>
<TABLE>
SELECTED CONSOLIDATED FINANCIAL DATA (continued)
<CAPTION>
At September 30, At March 31,
-------------------------------------------------------------------- ------------------------
1991 1992 1993 1994 1995 1995 1996
---------- ---------- ----------- ---------- ----------- ----------- -----------
(In thousands, except per share amounts)
<S> <C> <C> <C> <C> <C> <C> <C>
Financial Position
Investments...................... $7,596,275 $9,428,266 $10,364,952 $9,280,390 $10,808,959 $9,798,381 $15,182,399
Variable annuity assets.......... 2,746,685 3,293,343 4,194,970 4,513,093 5,263,006 4,535,622 5,779,699
Deferred acquisition costs....... 392,278 436,209 475,917 581,874 526,415 573,152 714,740
Other assets..................... 279,007 245,833 231,582 280,868 245,787 323,121 332,127
----------- ----------- ----------- ----------- ----------- ---------- -----------
Total assets.....................$11,014,245 $13,403,651 $15,267,421 $14,656,225 $16,844,167 $15,230,276 $22,008,965
=========== =========== =========== =========== =========== =========== ==========
Reserves for fixed annuity
contracts...................... $5,359,757 $5,143,339 $4,934,871 $4,519,623 $4,862,250 $4,798,893 $8,730,750
Reserves for guaranteed
investment contracts........... 1,598,963 2,023,048 2,216,104 2,783,522 3,607,192 2,949,632 3,865,895
Trust deposits................... -- 367,458 378,986 442,320 426,595 448,174 456,778
Variable annuity liabilities..... 2,746,685 3,293,343 4,194,970 4,513,093 5,263,006 4,535,622 5,779,699
Other payables and accrued
liabilities.................... 344,789 1,372,010 1,828,153 860,763 747,733 842,121 699,881
Long-term notes and debentures... -- 225,000 380,560 472,835 524,835 472,835 573,335
Collateralized mortgage
obligations and reverse
repurchase agreements.......... 299,343 182,784 112,032 28,662 -- -- 63,359
Other senior indebtedness........ 38,035 25,919 15,119 -- -- -- -
Subordinated notes............... 117,985 -- -- -- -- -- -
Deferred income taxes ........... 58,779 40,682 96,599 74,319 146,847 101,169 74,761
Company-obligated mandatorily
redeemable preferred
securities of subsidiary
grantor trusts(1).............. -- -- -- -- 52,631 -- 237,631
Shareholders' equity............. 449,909 730,068 1,110,027 961,088 1,213,078 1,081,830 1,526,876
----------- ----------- ----------- ----------- ----------- ---------- -----------
Total liabilities and
shareholders' equity...........$11,014,245 $13,403,651 $15,267,421 $14,656,225 $16,844,167 $15,230,276 $22,008,965
=========== =========== =========== =========== =========== =========== ==========
Book value per share............ $8.16 $9.69 $15.09 $12.60 $17.78 $14.44 $21.16
=========== =========== =========== =========== =========== =========== ==========
________________
<FN>
(1) Represents the Company-obligated mandatorily redeemable preferred
securities, at September 30, 1995, of SunAmerica Capital Trust I, the
sole asset of which is $54.26 million principal amount of 9.95% Junior
Subordinated Debentures due 2044 of the Company and, at March 31, 1996,
of (1) SunAmerica Capital Trust I and (2) SunAmerica Capital Trust
II, the sole asset of which is $191.22 million principal amount of
8.35% Junior Subordinated Debentures due 2044 of the Company.
</TABLE>
DESCRIPTION OF CAPITAL STOCK
Under the Articles of Incorporation of the Company, as amended and
restated and including any Articles Supplementary (the "Articles of
Incorporation"), the Company has authority to issue 175,000,000 shares of
Common Stock, 25,000,000 shares of Nontransferable Class B Stock, par value
$1.00 per share (the "Nontransferable Class B Stock"), 15,000,000 shares of
Transferable Class B Stock, par value $1.00 per share (the "Transferable Class
B Stock," and, together with the Nontransferable Class B Stock, the "Class B
Stock") and 20,000,000 shares of Preferred Stock, without par value
("Preferred Stock"). At April 30, 1996, there were outstanding 49,446,557
shares of Common Stock, 10,235,524 shares of Nontransferable Class B Stock and
8,001,565 shares of Preferred Stock. After giving effect to the Share
Exchange and Conversion Commitment as if it had occurred on April 30, 1996,
there would have been outstanding 54,220,157 shares of Common Stock and
5,421,924 shares of Nontransferable Class B Stock. There are no shares of
Transferable Class B Stock outstanding. The outstanding series of Preferred
Stock rank pari passu with each other and senior to the Common Stock and Class
B Stock.
Common Stock and Class B Stock
Dividends. Except as provided below, holders of Common Stock and Class
B Stock are entitled to receive dividends and other distributions in cash,
stock or property of the Company, when, as and if declared by the Board of
Directors out of assets or funds of the Company legally available therefor and
shall share equally on a per share basis in all such dividends and other
distributions (subject to the rights of holders of Preferred Stock). If a
cash dividend is paid on any of the Common Stock, the Nontransferable Class B
Stock or the Transferable Class B Stock, a cash dividend also will be paid on
the Common Stock, the Nontransferable Class B Stock and the Transferable Class
B Stock, as the case may be. The amount of the cash dividend paid on each
share of Class B Stock will be equal to 90% of the amount of the cash dividend
paid on each share of Common Stock. In addition if holders of Common Stock
receive shares of Common Stock in connection with stock dividends or stock
splits, holders of Transferable Class B Stock will receive a proportionate
number of shares of Transferable Class B Stock and holders of Nontransferable
Class B Stock will receive a proportionate number of shares of Nontransferable
Class B Stock.
Voting Rights. At every meeting of shareholders, every holder of Common
Stock is entitled to one vote per share and every holder of Class B Stock is
entitled to 10 votes per share. All actions submitted to a vote of
shareholders are voted upon by holders of Common Stock and Class B Stock
voting together as a single class (subject to any voting rights which may be
granted to holders of Preferred Stock) and a majority of the votes cast by
such holders is required to approve any such action, except where other
provision is made by law.
In addition to any vote required by law, the holders of Common Stock and
Class B Stock each vote separately as a class (i) on any merger or
consolidation of the Company with or into any other corporation, or any sale,
lease, exchange or other disposition of all or substantially all of the
Company's assets to or with any other person or any dissolution of the Company
(unless the other party to such merger or other transaction is a
majority-owned subsidiary of the Company) and (ii) on any additional issuances
of Class B Stock other than in connection with stock splits and stock
dividends and exchanges of Nontransferable Class B Stock for Transferable
Class B Stock. A majority of votes cast by the Common Stock and Class B
Stock, each voting separately as a class, is required to approve any matters
described above as to which holders of such shares have a separate class vote,
unless, in the case of the events described in clause (i) above, a greater
vote is required by law. In addition to any vote required by law, the
affirmative vote of the holders of a majority of the shares of the Common
Stock and the Nontransferable Class B Stock, each voting separately as a
class, is required to approve any amendments to the Articles of Incorporation.
Liquidation Rights. In the event of any liquidation, the holders of
Common Stock and Class B Stock are entitled to share equally in the assets
available for distribution after payment of all liabilities and provision for
the liquidation preference of any shares of Preferred Stock then outstanding.
Class B Stock Conversion Rights. Each share of Class B Stock is
convertible into one share of Common Stock at any time at the option of the
holder. In addition, any transfer of shares of Nontransferable Class B Stock
not permitted under the Articles of Incorporation will result in the
conversion of such shares into shares of Common Stock.
Exchange of Nontransferable Class B Stock. The Nontransferable Class B
Stock is exchangeable in whole at the option of the Company at any time for
Transferable Class B Stock. Holders of Nontransferable Class B Stock will
receive one share of Transferable Class B Stock for each share of
Nontransferable Class B Stock held by them at the time of the exchange.
Miscellaneous. The holders of Common Stock and Class B Stock have no
preemptive rights, cumulative voting rights or subscriptions rights. Except
as described above, the Common Stock and Class B Stock have no conversion
rights and are not subject to redemption.
The transfer agent and registrar with respect to the Common Stock is The
Bank of New York.
All of the outstanding shares of Common Stock and Nontransferable Class
B Stock are validly issued, fully paid and non-assessable.
PLAN OF DISTRIBUTION
The Company is advised that under the terms of the STRYPES, the ML & Co.
Subsidiary is obligated to pay and discharge the STRYPES at maturity or
redemption by delivering to the holders thereof a specified number of shares
of Common Stock (or an amount in cash). The Company is advised that pursuant
to the terms of the Stock Agreement, Mr. Eli Broad is obligated to deliver to
the ML & Co. Subsidiary on , 1999, a specified number of shares of
Common Stock (or an amount in cash). The Company is not a party to the Stock
Agreement and has no obligations thereunder or with respect to the STRYPES,
which are securities of ML & Co. and are not securities of the Company.
Mr. Broad and the Company have agreed to indemnify the underwriter of
the STRYPES against certain liabilities, including liabilities under the
Securities Act of 1933, as amended (the "Securities Act"), with respect to the
information in this Prospectus (including the documents incorporated by
reference herein). In addition, Mr. Broad has agreed to indemnify the Company
against certain liabilities, including liabilities under the Securities Act.
SunAmerica has agreed that, subject to certain limited exceptions, it
will not, and will cause its subsidiaries not to, without the prior written
consent of the Underwriter, directly or indirectly, for a period of 60 days
after the date of this Prospectus, sell, offer to sell, grant any option for
the sale of, or otherwise dispose of, or enter into any agreement to sell, any
Common Stock or any securities convertible into or exchangeable or exercisable
for any Common Stock. The Selling Stockholder has similarly agreed, subject
to certain limited exceptions, not to sell, for a period of 60 days of this
Prospectus, any shares by the Selling Stockholder without the prior written
consent of the Underwriter.
LEGAL MATTERS
The validity of the Common Stock will be passed upon for the Company by
Davis Polk & Wardwell, New York, New York. Davis Polk & Wardwell will rely as
to matters of Maryland law on Piper & Marbury L.L.P., Baltimore, Maryland.
Certain other legal matters will be passed upon for the Company by Susan L.
Harris, Senior Vice President and General Counsel - Corporate Affairs of the
Company and by Davis Polk & Wardwell. Ms. Harris holds stock, restricted
stock and options to purchase stock granted under the Company's employee stock
plans, which in the aggregate represent less than 1% of the outstanding Common
Stock. David W. Ferguson, a partner of Davis Polk & Wardwell, is a director
of First SunAmerica Life Insurance Company, a subsidiary of the Company.
EXPERTS
The consolidated financial statements incorporated in this Prospectus by
reference to the Form 10-K, 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.
ERISA MATTERS
The Company and certain affiliates of the Company, including Anchor
National Life Insurance Company and SunAmerica Life Insurance Company, may
each be considered a "party in interest" within the meaning of the Employee
Retirement Income Security Act of 1974, as amended ("ERISA"), or a
"disqualified person" within the meaning of the Internal Revenue Code of 1986,
as amended (the "Code") with respect to many employee benefit plans.
Prohibited transactions within the meaning of ERISA or the Code may arise, for
example, if the Common Stock is acquired by a pension or other employee
benefit plan with respect to which the Company or any of its affiliates is a
service provider, unless such Common Stock is acquired pursuant to an
exemption for transactions effected on behalf of such plan by a "qualified
professional asset manager" or pursuant to any other available exemption. Any
such pension or employee benefit plan proposing to invest in the Common Stock
should consult with its legal counsel.
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 with respect to the Common Stock 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 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 Reports on Form 10-Q for the quarters ended December 31,
1995 and March 31, 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,
January 29, 1996, March 15, 1996, April 24, 1996, and April 27,
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, including any
beneficial owner 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 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).
PART II. INFORMATION NOT REQUIRED IN PROSPECTUS
Item 1. 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. All of the
amounts shown are estimates, except the SEC registration fee. All of the
following expenses will be paid by Mr. Eli Broad.
SEC registration fee........................ $66,471.98
Legal fees and expenses..................... *
Printing expenses........................... *
Fees of accountants......................... *
Blue sky fees and expenses.................. *
Miscellaneous............................... *
Total................................. $
----------
--------------
* To be supplied by Amendment
Item 2. Indemnification of Directors and Officers.
Section 2-418 of the Maryland General Corporation law permits the
indemnification of directors, officers, 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 any 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.
Reference is made to Exhibits 1 and 10.1, pursuant to which Merrill
Lynch, Pierce, Fenner and Smith Incorporated and Eli Broad, respectively, will
agree to indemnify the directors and certain officers of the Company against
certain liabilities, including liabilities under the Securities Act.
Item 3. List of Exhibits.
Exhibit
-------------------------
1 * Form of Registration Agreement among the Company, ML & Co. and
Merrill Lynch, Pierce, Fenner & Smith Incorporated
4.1 Amendment to the Company's Restated Articles of Incorporation, dated
February 1, 1993 (incorporated herein by reference to Exhibit 1 to
the Company's Form 8-K, filed February 3, 1993)
4.2 Bylaws of the Company as revised on October 23, 1987 (incorporated
herein by reference to Exhibit 3(b) to the Company's 1987 Annual
Report on Form 10-K, filed February 26, 1988)
4.3 Form of specimen certificate for the Common Stock
5.1* Opinion of Davis Polk & Wardwell
5.2* Opinion of Piper & Marbury L.L.P.
10.1* Form of Indemnification Agreement between Eli Broad and the Company
23.1 Consent of Price Waterhouse LLP
23.2* Consent of Davis Polk & Wardwell (included in Exhibit 5.1)
23.3* Consent of Piper & Marbury L.L.P. (included in Exhibit 5.2)
24 Power of Attorney for the Company (included on signature pages
hereto)
______________
* To be filed by Amendment
Item 4. Undertakings.
The undersigned registrant hereby undertakes:
(a) 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 thereby, and
for the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.
(b) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the registrant pursuant to the provisions referred to in Item 2 of
this registration statement, or otherwise, the registrant has 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
registrant of expenses incurred or paid by a director, officer or controlling
person of the registrant 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 registrant 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
May 20, 1996.
SUNAMERICA INC.
By: /s/ James R. Belardi
-------------------------------
Name: James R. Belardi
Title: Executive Vice President
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 post-effective
amendments, as well as any related registration statement (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 thing 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 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 taken together shall constitute
one instrument.
Pursuant to the requirements of the Securities Act of 1933, the
registration statement has been signed below by the following persons in the
capacities and on the date indicated.
<TABLE>
<CAPTION>
Signature Title Date
------------------------------------------- ------------------------------- -------------------------
<S> <C> <C>
/s/ Eli Broad Chairman, President and May 20, 1996
-------------------------------------------
Eli Broad Chief Executive Officer
(Principal Executive Officer)
/s/ James R. Belardi Executive Vice President May 20, 1996
-------------------------------------------
James R. Belardi (Principal Financial Officer)
/s/ Scott L. Robinson Senior Vice President and May 20, 1996
-------------------------------------------
Scott L. Robinson Controller (Principal
Accounting Officer)
Director May 20, 1996
-------------------------------------------
Ronald J. Arnault
/s/ Karen Hastie-Williams Director May 20, 1996
-------------------------------------------
Karen Hastie-Williams
/s/ David O. Maxwell Director May 20, 1996
-------------------------------------------
David O. Maxwell
/s/ Barry Munitz Director May 20, 1996
-------------------------------------------
Barry Munitz
Director May 20, 1996
-------------------------------------------
Lester Pollack
/s/ Carl E. Reichardt Director May 20, 1996
-------------------------------------------
Carl E. Reichardt
/s/ Richard D. Rohr Director May 20, 1996
-------------------------------------------
Richard D. Rohr
/s/ Sanford C. Sigoloff Director May 20, 1996
-------------------------------------------
Sanford C. Sigoloff
May 20, 1996
/s/ Harold M. Williams Director
-------------------------------------------
Harold M. Williams
</TABLE>
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
Exhibit Page
------- ----
<S> <C> <C>
1 * Form of Registration Agreement among the Company, ML & Co. and
Merrill Lynch, Pierce, Fenner & Smith Incorporated
4.1 Amendment to the Company's Restated Articles of Incorporation, dated
February 1, 1993 (incorporated herein by reference to Exhibit 1 to
the Company's Form 8-K, filed February 3, 1993)
4.2 Bylaws of the Company as revised on October 23, 1987 (incorporated
herein by reference to Exhibit 3(b) to the Company's 1987 Annual
Report on Form 10-K, filed February 26, 1988)
4.3 Form of specimen certificate for the Common Stock
5.1* Opinion of Davis Polk & Wardwell
5.2* Opinion of Piper & Marbury L.L.P.
10.1* Form of Indemnification Agreement between Eli Broad and the Company
23.1 Consent of Price Waterhouse LLP
23.2* Consent of Davis Polk & Wardwell (included in Exhibit 5.1)
23.3* Consent of Piper & Marbury L.L.P. (included in Exhibit 5.2)
24 Power of Attorney for the Company (included on signature pages hereto)
______________
<FN>
* To be filed by Amendment
</TABLE>
EXHIBIT 4.3
[Stock Certificate Graphic picture COMMON STOCK
of frontal full-body view of lady
holding globe on celestial
background]
SUNAMERICA INC.
NUMBER INCORPORATED UNDER THE LAWS SHARES
B OF THE STATE OF MARYLAND
SEE REVERSE FOR
CERTAIN DEFINITIONS
CUSIP 866930 10 0
[LOGO]SUNAMERICA
THIS CERTIFIES THAT
[ ]
IS THE OWNER OF
FULLY PAID AND NON-ASSESSABLE SHARES OF THE PAR VALUE OF $1.00
EACH OF THE COMMON STOCK OF
SunAmerica Inc., transferable on the books of the Corporation
by the holder hereof in person or by duly authorized Attorney
upon surrender of this Certificate properly endorsed. This
Certificate and the shares represented hereby are issued and
shall be held subject to all provisions of the Articles of
Incorporation and the By-Laws of the Corporation and all
amendments and supplements thereto (copies of which are on
file with the Transfer Agent), to all of which the holder of
this Certificate, by acceptance hereof, assents. This
Certificate is not valid until countersigned by the Transfer
Agent and registered by the Registrar.
Witness the facsimile seal of the Corporation and the
facsimile signatures of its duly authorized officers.
Dated:
[SEAL]
SUNAMERICA INC. COUNTERSIGNED AND REGISTERED:
CORPORATE SEAL THE BANK OF NEW YORK
1961 MARYLAND TRANSFER AGENT AND REGISTRAR
By
AUTHORIZED SIGNATURE /s/ Susan L. Harris /s/ Eli Broad
Secretary Chairman and
Chief
Executive
Officer
The Corporation is authorized to issue stock of more than one class.
The Corporation will furnish to any shareholder upon request and without
charge a full statement of the designations, preferences, limitations and
relative rights of each authorized class of stock, of the variations in the
relative rights and preferences between the shares of each class so far as the
same has been fixed and determined, and of the authority of the Board of
Directors to fix and determine the relative rights and preferences of
subsequent series. Any such request should be directed to the corporation,
attention of its Secretary at its principal place of business.
The following abbreviations, when used in the inscription on the face of
this certificate, shall be construed as though they were written out in full
according to applicable laws or regulations.
TEN COM- as tenants in UNIF GIFT MIN ACT-......Custodian.........
common (Cust) (Minor)
under Uniform Gifts to Minors
Act....................
(State)
TEN ENT - as tenants by
the entireties
JT TEN - as joint tenants
with right of survivorship UNIF TRF MIN ACT-....Custodian (until age....)
and not as tenants in common (Cust)
.........under Uniform Transfers
(Minor)
to Minors Act...............
(State)
Additional abbreviations may also be used though not in the above list.
FOR VALUE RECEIVED, ___________________ hereby sell, assign and transfer unto
PLEASE INSERT SOCIAL SECURITY OR OTHER
IDENTIFYING NUMBER OF ASSIGNEE
________________________________________________________________________
(PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS, INCLUDING ZIP CODE, OF ASSIGNEE)
__________________________________________________________________________
__________________________________________________________________________
_____________________________________________________________________SHARES
of the Stock represented by the within Certificate, and do hereby irrevocably
constitute and appoint
_________________________________________________________Attorney
to transfer the said stock on the books of the within named Corporation with
full power of substitution in the premises.
Dated ________________________________ X_____________________________
X_____________________________
NOTICE:
THE SIGNATURE(S) TO THIS
ASSIGNMENT MUST CORRESPOND WITH THE
NAME(S) AS WRITTEN UPON THE FACE
OF THE CERTIFICATE IN EVERY PARTICULAR,
WITHOUT ALTERATION OR ENLARGEMENT OR
ANY CHANGE WHATEVER.
Signature(s) Guaranteed
By _________________________
THE SIGNATURE(S) SHOULD BE GUARANTEED
BY AN ELIGIBLE GUARANTOR INSTITUTION,
(BANKS, STOCK-BROKERS, SAVINGS AND LOAN
ASSOCIATIONS AND CREDIT UNIONS WITH MEMBERSHIP
IN AN APPROVED SIGNATURE GUARANTEE MEDALLION
PROGRAM), PURSUANT TO S.E.C. RULE 17Ad-15.
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
May 17, 1996
