SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
________________
FORM 8-K/A
AMENDMENT NO. 2
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED) NOVEMBER 10, 1995
SUNAMERICA INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN CHARTER)
MARYLAND 1-4618 86-0176061
(STATE OR OTHER JURISDICTION (COMMISSION (IRS EMPLOYER
OF INCORPORATION) FILE NUMBER) IDENTIFICATION NO.)
1 SUNAMERICA CENTER
LOS ANGELES, CALIFORNIA 90067-6022
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
Registrant's telephone number, including
area code (310) 772-6000
The undersigned registrant hereby amends the following items,
financial statements, exhibits or other portions of its Current
Report on Form 8-K, dated and filed on December 12, 1995 and
amended on December 14, 1995, as set forth in the pages attached
hereto:
Item 7. Financial Statements, Pro Forma Financial
Information and Exhibits
Exhibit 99.3 - Pro Forma Unaudited Condensed Balance
Sheet at September 30, 1995, giving effect to the
proposed acquisition of Ford Life Insurance Company.<PAGE>
<PAGE>
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits
------------------------------------------------------------------
(a) The financial statements of Ford Life Insurance Company
("Ford Life") are included herein as Exhibits 99.1 and 99.2
and include the following:
Audited Financial Statements (Exhibit 99.1)
Report of Independent Accountants
Statement of Income and of Earnings Retained for Use in the
Business for the Years Ended December 31, 1994, 1993 and
1992
Balance Sheet at December 31, 1994 and 1993
Statement of Stockholder's Equity for the Years Ended
December 31, 1994, 1993 and 1992
Statement of Cash Flows for the Years Ended December 31,
1994, 1993 and 1992
Notes to Financial Statements
Unaudited Interim Financial Statements (Exhibit 99.2)
Report of Independent Accountants
Condensed Statement of Income for the Nine Months Ended
September 30, 1995 and 1994
Condensed Balance Sheet at September 30, 1995 and December
31, 1994
Condensed Statement of Cash Flows for the Nine Months Ended
September 30, 1995 and 1994
Footnotes to Condensed Financial Statements
(b) Unaudited Pro Forma Financial Information
The unaudited pro forma condensed balance sheet set forth
herein as Exhibit 99.3 gives effect to the acquisition of
Ford Life as if it had occurred on September 30, 1995, the
date of SunAmerica Inc.'s ("SunAmerica") most recently
completed fiscal year end.
The unaudited pro forma condensed income statement set forth
herein as Exhibit 99.4 gives effect to the acquisition as if
it had been consummated on October 1, 1994, the beginning of
SunAmerica's most recently completed fiscal year.
<PAGE>
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits
------------------------------------------------------------------
(Continued)
-----------
Pro forma adjustments are based upon available information
and certain assumptions that management of SunAmerica
believes are reasonable in the circumstances. The unaudited
pro forma consolidated financial information should be read
in conjunction with the audited consolidated financial
statements and related notes contained in SunAmerica's 1995
Annual Report on Form 10-K, and the audited financial
statements and related notes and the unaudited interim
financial statements and related notes pertaining to Ford
Life contained elsewhere in this Current Report on Form 8-K.
The acquisition is accounted for as a purchase in accordance
with generally accepted accounting principles. Under
purchase accounting, the total purchase price is allocated
to the acquired assets and liabilities based on their fair
values. Allocation of the purchase price is subject to
valuations and other studies that are not complete.
Accordingly, the final allocation may be different from the
amounts reflected herein. However, management of SunAmerica
does not believe such differences will be material.
(c) Exhibits
10.1 Stock Purchase Agreement between The American Road
Insurance Company and SunAmerica Inc., dated as of
November 10, 1995
27.1 Financial Data Schedule for Ford Life Insurance
Company (Period Ended December 31, 1994)
27.2 Financial Data Schedule for Ford Life Insurance
Company (Period Ended September 30, 1995)
99.1 Audited Financial Statements and Report of Independent
Accountants as of and for the Three Years Ended
December 31, 1994, 1993 and 1992 for Ford Life
Insurance Company
99.2 Unaudited Interim Financial Statements and Report of
Independent Accountants as of and for the Nine Months
Ended September 30, 1995 and 1994 for Ford Life
Insurance Company
99.3 Pro Forma Unaudited Condensed Balance Sheet at
September 30, 1995, giving effect to the proposed
acquisition of Ford Life Insurance Company
99.4 Pro Forma Unaudited Condensed Income Statement for the
year ended September 30, 1995, giving effect to the
proposed acquisition of Ford Life Insurance Company
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
SUNAMERICA INC.
Date: May 7, 1996 By: /s/ SCOTT L. ROBINSON
-----------------------------
Scott L. Robinson
Senior Vice President
and Controller
<PAGE>
<PAGE>
LIST OF EXHIBITS FILED
----------------------
Exhibit
Number
- -------
99.3 Pro Forma Unaudited Condensed Balance Sheet at September 30, 1995,
giving effect to the proposed acquisition of Ford Life
Insurance Company.
<TABLE>
SUNAMERICA INC.
PRO FORMA CONDENSED BALANCE SHEET
SEPTEMBER 30, 1995
(IN THOUSANDS - UNAUDITED)
<CAPTION>
Historical financial
information as reported Pro forma adjustments
-------------------------- -----------------------------
Elimination of Purchase
SunAmerica Ford Life Ford Life's credit accounting Pro forma
At 9/30/95 At 9/30/95 life business adjustments combined
---------- ---------- ------------- ----------- ----------
<S> <C> <C> <C> <C> <C>
Assets
Investments $10,808,959 $ 3,093,660 $ (31,327) $ (172,500) (1) $13,698,792
Variable annuity assets 5,263,006 - - - 5,263,006
Deferred acquisition costs 526,415 156,677 (27,555) 3,793 (2) 659,330
Other assets 245,787 193,431 (148,334) - 290,884
----------- ----------- ------------- ---------- -----------
Total assets $16,844,167 $ 3,443,768 $ (207,216) $ (168,707) $19,912,012
=========== =========== ============= ========== ===========
Liabilities and shareholders' equity
Reserves for fixed annuity
contracts $ 4,862,250 $ 2,998,216 $ - $ 51,000 (3) $ 7,911,466
Reserves for guaranteed
investment contracts 3,607,192 - - - 3,607,192
Trust deposits 426,595 - - - 426,595
Unearned premiums - 156,196 (156,196) - -
Other liabilities 747,733 85,185 (64,950) 47,736 (4) 815,704
Variable annuity liabilities 5,263,006 - - - 5,263,006
Senior indebtedness 524,835 - - - 524,835
Deferred income taxes 146,847 (16,907) 1,253 (33,688) (5) 97,505
Preferred securities of
grantor trust 52,631 - - - 52,631
Shareholders' equity 1,213,078 221,078 12,677 (233,755) (6) 1,213,078
------------ ------------ -------------- ---------- -----------
Total liabilities and
shareholders' equity $ 16,844,167 $ 3,443,768 $ (207,216) $ (168,707) $19,912,012
============ ============ ============== ========== ===========
Footnotes to the Pro Forma Condensed Balance Sheet appear on the following page.
<PAGE>
SUNAMERICA INC.
PRO FORMA CONDENSED BALANCE SHEET
SEPTEMBER 30, 1995
(IN THOUSANDS - UNAUDITED)
(CONTINUED)
Note (1) - To record the contractual purchase price.
Note (2) - To adjust deferred acquisition costs to $132,915 of excess purchase price, computed as follows:
Ford Life's equity at September 30, 1995, after cession of credit life business $ 233,755
Write off Ford Life's deferred acquisition costs, net of related deferred taxes (83,929)
Eliminate deferred tax liability, related to book/tax difference on investments,
due to election to use Section 338(h)(10) of the Internal Revenue Code 11,740
Adjust reserves for fixed annuity contracts to estimated market value, net of tax (33,150)
Record acquisition taxes and other costs, net of tax (42,311)
Record deferred taxes on excess purchase price (46,520)
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Purchase accounting adjusted equity 39,585
Purchase price 172,500
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Excess purchase price $ 132,915
=============
Note (3) - To adjust reserves for fixed annuity contracts to estimated market value.
Note (4) - To record $32,236 of Federal taxes payable resulting from the election to use Section 338(h)(10)
of the Internal Revenue Code and $15,500 of acquisition and conversion costs.
Note (5) - To adjust net deferred tax asset, at 35%, as follows:
Tax effect of adjustment made to deferred acquisition costs $ (1,327)
Elimination of tax effect of book/tax difference on investments 11,740
Tax effect of market value adjustment of reserves for fixed annuity contracts 17,850
Tax effect of liability for acquisition and conversion costs 5,425
-------------
Adjustment to net deferred tax asset $ 33,688
=============
Note (6) - To eliminate Ford Life's equity, after cession of credit life business.
</TABLE>
