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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. 10)
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
--------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized
to Receive Notice and Communications)
June 7, 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
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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: 7,626,256
8. Shared voting power: 32,568
9. Sole dispositive power: 7,388,347
10. Shared dispositive power: 32,568
11. Aggregate amount beneficially owned by each reporting
person:
7,658,824
Of these shares, 3,078,677 are held in the form of Common
Stock, and 4,580,147 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) 12.7%
Class B Stock 84.4%
14. Type of reporting person: IN
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SCHEDULE 13 D
AMENDMENT NO. 10
SUNAMERICA INC.
This Amendment is filed on behalf of Eli Broad (the
"Reporting Person").
The undersigned hereby amends Amendment No. 9 to
Schedule 13D filed on April 20, 1994 (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
-------------------------------------------------
Under that certain Share Exchange Agreement dated as
of January 12, 1996 among SunAmerica Inc., hereinafter referred to
as the "Issuer", Stanford Ranch, Inc., a Delaware corporation
controlled by the Reporting Person, and the shareholders of
Stanford Ranch, Inc., a California corporation, including the
Reporting Person, the Issuer issued 2,862,500 shares of Common
Stock, $1 par value ("Common Stock") in exchange for all of the
outstanding shares of common stock of Stanford Ranch, Inc. (the
"Share Exchange"), the principal asset of which immediately prior
to such exchange was 2,902,500 shares of the Issuer's Class B Stock
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("Class B Stock"), par value $1 per share, which is convertible
into an equal number of shares of Common Stock. The Reporting
Person owned, directly or indirectly, 73% of the outstanding Common
Stock of Stanford Ranch, Inc., and was considered to exercise
indirect voting control of the 2,902,500 shares of Class B prior to
the Share Exchange.
Under the Share Exchange, the Reporting Person acquired
208,962 shares of Common Stock in exchange for the Reporting
Person's shares on Stanford Ranch, Inc., and the Donald and Glorya
Kaufman 1980 Children's Trust, held by Eli Broad as Trustee, to
which the Reporting Person has voting and dispositive power,
acquired 695,588 shares of Common Stock.
ITEM 4 - Purpose of Transaction
----------------------
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
7,658,824 shares of Common Stock and Class B
Stock, which is approximately 12.7% of the
outstanding shares (based upon 60,168,028
shares of Common Stock outstanding as of June
7, 1996, which amount assumes conversion of
Reporting Person's 4,580,147 Class B stock,
which shares are convertible at any time to
Common Stock on a share for share basis, and
exercise of 1,344,234 stock options granted
under the Issuer's employee stock plans which
are or which will be exercisable within sixty
(60) days). Of the 7,658,824 shares,
3,078,677 are Common Stock of which 730,414
shares are directly owned by the Reporting
person; 237,909 shares represent restricted
shares granted under the Issuer's employee
stock plans as to which the Reporting Person
has voting, but no dispositive power; 37,923
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;
695,588 shares are registered in the name of
a trust, of which the Reporting Person is the
trustee and has sole voting and dispositive
powers; 32,568 shares are held by
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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; 1,344,234
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 no voting or dispositive power
until exercised; 41 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 4,580,147 shares are of Class B Stock,
which is approximately 84.4% of the
outstanding shares (based upon 5,424,324
shares of Class B Stock outstanding as of
June 7, 1996), of which 4,228,070 shares are
held directly by the Reporting Person; and
352,077 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 7,658,824 shares of Common
Stock and Class B Stock, the Reporting Person
has sole voting power over 7,626,256 shares
of Common Stock and Class B Stock, and sole
dispositive power over 7,388,347 shares. The
Reporting Person has no dispositive power
over 237,909 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 32,568 shares of Common
Stock held by The Eli and Edythe Broad
Foundation. The following information is
supplied as to those two other directors:
<TABLE>
<C> <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>
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(c) Refer to Item 3 for description of the
Reporting Person's transaction in the
securities reported.
(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, 32,568 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
------------------------------------------------
In connection with the issuance by Merrill Lynch &
Co., Inc. ("ML") of up to 3,450,000 Structured Yield Product
Exchangeable for Stock, 7-1/4% STRYPES(SM) Due June 15, 1999
securities, the Reporting Person has entered into an Agreement (the
"Stock Agreement") with ML pursuant to which, in consideration of
the payment to him of $131,684,656.72 at the time of execution of
the Stock Agreement, he is obligated to deliver to ML up to
3,450,000 shares of Class B Stock of the Issuer (or the cash
equivalent thereof), subject to the Reporting Person's right to
redeem the delivery obligation prior thereto, which redemption
could result in the Reporting Person's delivering fewer than
3,450,000 shares if the price of the Common Stock at such time is
in excess of the applicable redemption price. The Stock Agreement
securities and the Stock Agreement contract reported herein are
described more fully in a Prospectus dated June 6, 1996, which
consists of a prospectus supplement and a base prospectus, which
base prospectus forms a part of a Registration Statement, File No.
33-65135, of ML.
The Reporting Person has the right to purchase
1,344,234 shares of Common Stock within sixty (60) days from this
filing and also has been granted 237,909 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
--------------------------------
The Share Exchange Agreement among SunAmerica Inc.,
Stanford Ranch, Inc., a Delaware corporation and the shareholders
of Stanford Ranch, Inc., a California corporation, contained in the
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Notice of SunAmerica Inc. 1996 Annual Meeting of Shareholders and
Proxy Statement filed with the Securities and Exchange Commission
on January 16, 1996 is incorporated by referenced herein.
The Stock Agreement between Merrill Lynch Capital
Services, a Delaware corporation and a wholly-owned subsidiary of
Merrill Lynch & Co., Inc., a Delaware corporation, ML & Co and Eli
Broad filed as an exhibit to the Registration Statement on Form
S-3, Registration No. 33-65135 are incorporated by referenced
herein.
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
___________________________
Eli Broad
Dated: June 27, 1996
