<PAGE>
Filed pursuant to Rule 424(b)(2)
Registration No. 333-31619
PROSPECTUS SUPPLEMENT
(TO PROSPECTUS DATED JULY 24, 1997)
$100,000,000
[LOGO]
6.75% NOTES DUE OCTOBER 1, 2007
--------------
Interest on the Notes is payable on April 1 and October 1 of each year,
commencing April 1, 1998. The Notes are not redeemable prior to maturity. The
Notes will be represented by a global Note registered in the name of The
Depository Trust Company. Beneficial interests in the global Note will be shown
on, and transfers thereof will be effected only through, records maintained by
DTC and its participants. Except as described herein, Notes in definitive form
will not be issued. The Notes will be issued only in denominations of $1,000 and
integral multiples thereof. See "Description of the Notes".
-------------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE
COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS SUPPLEMENT
OR THE PROSPECTUS. ANY REPRESENTATION TO
THE CONTRARY IS A CRIMINAL
OFFENSE.
--------------
<TABLE>
<CAPTION>
PRICE TO UNDERWRITING PROCEEDS TO
PUBLIC(1) DISCOUNTS (2) COMPANY (1)(3)
<S> <C> <C> <C>
Per Note 99.858% 0.650% 99.208%
Total $99,858,000 $650,000 $99,208,000
</TABLE>
(1) Plus accrued interest, if any, from October 7, 1997.
(2) The Company has agreed to indemnify the Underwriters against certain
liabilities, including liabilities under the Securities Act of 1933.
(3) Before deduction of expenses payable by the Company estimated at $150,000.
--------------
The Notes are offered by the several Underwriters, subject to prior sale,
when, as and if issued to and accepted by them. The Underwriters reserve the
right to withdraw, cancel or modify such offer and to reject orders in whole or
in part. It is expected that delivery of the Notes will be made on or about
October 7, 1997 through the book-entry facilities of The Depository Trust
Company for immediately available funds.
--------------
SMITH BARNEY INC.
CHASE SECURITIES INC.
GOLDMAN, SACHS & CO.
J.P. MORGAN & CO.
The date of this Prospectus Supplement is October 2, 1997
<PAGE>
CERTAIN PERSONS PARTICIPATING IN THIS OFFERING MAY ENGAGE IN TRANSACTIONS
THAT STABILIZE, MAINTAIN OR OTHERWISE AFFECT THE PRICE OF THE NOTES, INCLUDING
OVER-ALLOTMENT, STABILIZING AND SHORT-COVERING TRANSACTIONS IN SUCH SECURITIES,
AND THE IMPOSITION OF A PENALTY BID, IN CONNECTION WITH THE OFFERING OF THE
NOTES. FOR A DESCRIPTION OF THESE ACTIVITIES, SEE "UNDERWRITING".
S-2
<PAGE>
DESCRIPTION OF THE NOTES
The following description of the particular terms of the 6.75% Notes due
October 1, 2007 (the "Notes") offered hereby (referred to in the accompanying
Prospectus under the caption "Description of the Senior Debt Securities and
Subordinated Debt Securities" as the "Offered Debt Securities") supplements, and
to the extent inconsistent therewith replaces, the description of the general
terms and provisions of the Senior Debt Securities set forth in the Prospectus
under the caption "Description of the Senior Debt Securities and Subordinated
Debt Securities", to which reference is hereby made. The following summary of
the Notes is qualified in its entirety by reference to the Senior Debt Indenture
referred to in the Prospectus. Capitalized terms not defined herein have the
meanings assigned to such terms in the Prospectus.
GENERAL
The Notes constitute Senior Debt Securities described in the Prospectus and
will be issued under the Senior Debt Indenture.
The Notes constitute a separate series for purposes of the Senior Debt
Indenture and are limited to $100,000,000 aggregate principal amount. The Notes
will bear interest from October 7, 1997 at the rate of 6.75% per annum and will
be issued only in book-entry form. The Notes will be senior unsecured
obligations of the Company and will mature on October 1, 2007. Payment of the
principal of and interest on the Notes will rank PARI PASSU with all other
unsubordinated debt of the Company. The Notes will not be redeemable prior to
maturity and will not be entitled to the benefit of any mandatory redemption or
sinking fund. The Senior Debt Indenture does not limit the amount of Senior Debt
Securities that may be issued and provides that Senior Debt Securities may be
issued from time to time in one or more series.
The Senior Debt Indenture does not limit the amount of additional
indebtedness the Company or any of its subsidiaries may incur. Since the Company
is a holding company, the Notes are effectively subordinated to all existing and
future liabilities, including trade payables, of the Company's subsidiaries,
except to the extent that the Company is a creditor of the subsidiaries
recognized as such. Claims on the Company's subsidiaries by creditors other than
the Company include substantial claims for policy benefits, as well as other
liabilities incurred in the ordinary course of business. At June 30, 1997, the
Company's subsidiaries had outstanding approximately $21.3 billion of
liabilities (excluding variable annuity liabilities, with respect to which
assets are segregated in separate accounts). In addition, since many of the
Company's subsidiaries are insurance companies subject to regulatory control by
various state insurance departments, the ability of such subsidiaries to pay
dividends or make loans or advances to the Company without prior regulatory
approval is limited by applicable laws and regulations. See "Description of the
Senior Debt Securities and Subordinated Debt Securities--General" in the
accompanying Prospectus.
Interest will be computed on the basis of a 360-day year of twelve 30-day
months, from October 7, 1997, or from the most recent interest payment date to
which interest has been paid or provided for, and will be payable semi-annually
on April 1 and October 1 of each year, beginning April 1, 1998. Interest paid on
such dates will be paid to the person in whose names the Notes are registered at
the close of business on the preceding March 15 and September 15, respectively.
BOOK-ENTRY SYSTEM
The Depository Trust Company (the "Depositary" or "DTC") will act as
securities depositary for the Notes. The Notes will be issued as fully
registered securities registered in the name of Cede & Co. (the Depositary's
partnership nominee). One or more fully registered global Notes (the "Global
Notes") will be issued for Notes, in the aggregate principal amount of such
issue, and will be deposited with the Depositary. The provisions set forth under
"Description of the Senior Debt Securities and Subordinated Debt
Securities--Global Debt Securities" in the accompanying Prospectus will be
acceptable to the Notes.
S-3
<PAGE>
The following is based on information furnished by the Depositary.
The Depositary is a limited-purpose trust company organized under the New
York Banking Law, a "banking organization" within the meaning of the New York
Banking Law, a member of the Federal Reserve System, a "clearing corporation"
within the meaning of the New York Uniform Commercial Code and a "clearing
agency" registered pursuant to the provisions of Section 17A of the Securities
Exchange Act of 1934, as amended. The Depositary holds securities that its
participants ("Participants") deposit with the Depositary. The Depositary also
facilitates the settlement among Participants of securities transactions, such
as transfers and pledges, in deposited securities through electronic
computerized book-entry changes in Participants' accounts, thereby eliminating
the need for physical movement of securities certificates. Direct participants
("Direct Participants") include securities brokers and dealers, banks, trust
companies, clearing corporations and certain other organizations. The Depositary
is owned by a number of its Direct Participants and by the New York Stock
Exchange, Inc., the American Stock Exchange, Inc. and the National Association
of Securities Dealers, Inc. Access to the Depositary's system is also available
to others such as securities brokers and dealers, banks and trust companies that
clear through or maintain a custodial relationship with a Direct Participant,
either directly or indirectly ("Indirect Participant"). The rules applicable to
the Depositary and its Participants are on file with the Securities and Exchange
Commission.
Purchases of Notes under the Depositary's system must be made by or through
Direct Participants, which will receive a credit for such Notes on the
Depositary's records. The ownership interest of each actual purchaser of each
Note represented by a Global Note ("Beneficial Owner") is in turn to be recorded
on the Direct and Indirect Participants' records. Beneficial Owners will not
receive written confirmation from the Depositary of their purchase, but
Beneficial Owners are expected to receive written confirmations providing
details of the transaction, as well as periodic statements of their holdings,
from the Direct or Indirect Participants through which such Beneficial Owners
entered into the transaction. Transfers of ownership interests in a Global Note
representing Notes are to be accomplished by entries made on the books of
Participants acting on behalf of Beneficial Owners. Beneficial Owners of a
Global Note representing Notes will not receive Notes in definitive form
representing their ownership interests therein, except in the event that use of
the book-entry system for such Notes is discontinued or upon the occurrence of
certain other events described herein.
To facilitate subsequent transfers, all Global Notes representing Notes
which are deposited with the Depositary are registered in the name of the
Depositary's nominee, Cede & Co. The deposit of Global Notes with the Depositary
and their registration in the name of Cede & Co effect no change in Beneficial
Ownership. The Depositary has no knowledge of the actual beneficial owners of
the Global Notes representing the Notes; the Depositary's records reflect only
the identity of the Direct Participants to whose accounts such Notes are
credited, which may or may not be the Beneficial Owners. The Participants will
remain responsible for keeping account of their holdings on behalf of their
customers.
Conveyance of notices and other communications by the Depositary to Direct
Participants, by Direct Participants to Indirect Participants, and by Direct
Participants and Indirect Participants to Beneficial Owners will be governed by
arrangements among them, subject to any statutory or regulatory requirements as
may be in effect from time to time.
Neither the Depositary nor Cede & Co. will consent or vote with respect to
the Global Note representing the Notes. Under its usual procedures, the
Depositary mails an omnibus proxy (an "Omnibus Proxy") to the Company as soon as
possible after the applicable record date. The Omnibus Proxy assigns Cede &
Co.'s consenting or voting rights to those Direct Participants to whose accounts
the Notes are credited on the applicable record date (identified in a listing
attached to the Omnibus Proxy).
Principal and interest payments on the Global Notes representing the Notes
will be made to the Depositary. The Depositary's practice is to credit Direct
Participants' accounts on the applicable payment date in accordance with their
respective holdings shown on the Depositary's records unless the Depositary
S-4
<PAGE>
has reason to believe that it will not receive payment on such date. Payments by
Participants to Beneficial Owners will be governed by standing instructions and
customary practices, as is the case with securities held for the account of
customers in bearer form or registered in "street name", and will be the
responsibility of such Participants and not of the Depositary, the Trustee or
the Company, subject to any statutory or regulatory requirements as may be in
effect from time to time. Payment of principal and interest to the Depositary is
the responsibility of the Company or the Trustee, disbursement of such payments
to Direct Participants shall be the responsibility of the Depositary, and
disbursement of such payments to the Beneficial Owners shall be the
responsibility of Direct and Indirect Participants. Neither the Company nor the
Trustee will have any responsibility or liability for the disbursements of
payments in respect of ownership interests in the Notes by the Depositary or the
Direct or Indirect Participants or for maintaining or reviewing any records of
the Depositary or the Direct or Indirect Participants relating to ownership
interests in the Notes or the disbursement of payments in respect thereof.
The Depositary may discontinue providing its services as securities
depositary with respect to the Notes at any time by giving reasonable notice to
the Company or the Trustee. Under such circumstances, and in the event that a
successor securities depositary is not obtained, Notes in definitive form are
required to be printed and delivered. The Company may decide to discontinue use
of a system of book-entry transfers through the Depositary (or a successor
securities depositary). In that event, Notes in definitive form will be printed
and delivered.
The information in this section concerning the Depositary and the
Depositary's system has been obtained from sources that the Company believes to
be reliable, but is subject to any changes to the arrangements between the
Company and the Depositary and any changes to such procedures that may be
instituted unilaterally by the Depositary.
S-5
<PAGE>
UNDERWRITING
Under the terms and subject to the conditions contained in an Underwriting
Agreement dated the date hereof, the Underwriters named below have severally
agreed to purchase, and the Company has agreed to sell to them, severally, the
respective principal amounts of Notes set forth opposite their respective names
below:
<TABLE>
<CAPTION>
PRINCIPAL
UNDERWRITER AMOUNT
- ---------------------------------------------------------------------------------------- --------------
<S> <C>
Smith Barney Inc........................................................................ $ 25,000,000
Chase Securities Inc.................................................................... 25,000,000
Goldman, Sachs & Co..................................................................... 25,000,000
J.P. Morgan Securities Inc.............................................................. 25,000,000
--------------
Total............................................................................. $ 100,000,000
--------------
--------------
</TABLE>
Subject to the terms and conditions of the Underwriting Agreement, the
Underwriters are committed to take and pay for all the Notes, if any are taken.
The Underwriters propose initially to offer the Notes directly to the public
at the public offering price set forth on the cover page hereof and to certain
dealers at such price less a concession not in excess of 0.400% of the principal
amount. The Underwriters may allow, and such dealers may reallow, a discount not
in excess of 0.250% of the principal amount to certain other dealers. After the
initial public offering, the public offering price, concession and discount may
be changed.
The Company has agreed to indemnify the several Underwriters against certain
liabilities, including liabilities under the Securities Act of 1933, as amended.
In connection with the offering of the Notes, the Underwriters may purchase
and sell the Notes in the open market. These transactions may include
overallotment and stabilizing transactions and purchases to cover short
positions created by the Underwriters in connection with the offering of the
Notes. The Underwriters also may impose a penalty bid, whereby selling
concessions allowed to broker-dealers in respect of securities sold in the
offering may be retained by the Underwriters if such Notes are repurchased by
the Underwriters in stabilizing or covering transactions. These activities may
stabilize, maintain or otherwise affect the market price of the Notes, which may
be higher than the price that might otherwise prevail in the open market, and
these activities, if commenced, may be discontinued at any time. These
transactions may be effected in the over-the-counter market or otherwise.
The Company does not intend to apply for listing of the Notes on a national
securities exchange. The Notes are a new issue of securities with no established
trading market. Smith Barney Inc., Chase Securities Inc., Goldman, Sachs & Co.
and J.P. Morgan Securities Inc. have informed the Company that they intend to
make a market in the Notes, but are under no obligation to do so and such market
may be terminated at any time. Therefore, no assurance can be given as to the
existence of a trading market in the Notes in the future.
Certain of the Underwriters and their respective affiliates engage in
transactions with, and, from time to time, have performed services for, the
Company and its subsidiaries in the ordinary course of business.
S-6
<PAGE>
LEGAL MATTERS
The validity of the Notes offered hereby will be passed upon for the Company
by Davis Polk & Wardwell, New York, New York. Certain other legal matters in
connection with the offering will be passed upon for the Company by Susan L.
Harris, Senior Vice President and General Counsel--Corporate Affairs, and by
Davis Polk & Wardwell. Certain legal matters in connection with the offering of
the Notes will be passed upon for the Underwriters by Skadden, Arps, Slate,
Meagher & Flom LLP, Los Angeles, California. Ms. Harris, Davis Polk & Wardwell
and Skadden, Arps, Slate, Meagher & Flom LLP will rely on Piper & Marbury L.L.P.
as to matters of Maryland law. 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 Company's common stock.
David W. Ferguson, a partner of Davis Polk & Wardwell, is a director of the
Company's two New York-domiciled life insurance subsidiaries. Skadden, Arps,
Slate, Meagher & Flom LLP from time to time provides services to the Company and
its subsidiaries.
S-7
<PAGE>
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
NO DEALER, SALESMAN 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 SUPPLEMENT OR THE PROSPECTUS IN
CONNECTION WITH THE OFFER MADE BY THIS PROSPECTUS SUPPLEMENT AND THE PROSPECTUS
AND, IF GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATIONS MUST NOT BE RELIED
UPON AS HAVING BEEN AUTHORIZED BY THE COMPANY OR THE UNDERWRITERS. NEITHER THE
DELIVERY OF THIS PROSPECTUS SUPPLEMENT AND THE PROSPECTUS NOR ANY SALE MADE
HEREUNDER AND THEREUNDER SHALL UNDER ANY CIRCUMSTANCE CREATE AN IMPLICATION THAT
THERE HAS BEEN NO CHANGE IN THE AFFAIRS OF THE COMPANY SINCE THE DATE HEREOF.
THIS PROSPECTUS SUPPLEMENT AND THE PROSPECTUS DO NOT CONSTITUTE AN OFFER OR
SOLICITATION BY ANYONE IN ANY STATE IN WHICH SUCH OFFER OR SOLICITATION IS NOT
AUTHORIZED OR IN WHICH THE PERSON MAKING SUCH OFFER OR SOLICITATION IS NOT
QUALIFIED TO DO SO OR TO ANYONE TO WHOM IT IS UNLAWFUL TO MAKE SUCH OFFER OR
SOLICITATION.
-------------------
TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE
----
<S> <C>
PROSPECTUS SUPPLEMENT
Description of the Notes.................................................. S-3
Underwriting.............................................................. S-6
Legal Matters............................................................. S-7
PROSPECTUS
Available Information..................................................... 3
Incorporation of Certain Documents by Reference........................... 4
The Company............................................................... 5
The SunAmerica Trusts..................................................... 5
Use of Proceeds........................................................... 9
Consolidated Ratios of Earnings to Fixed Charges and Earnings to Combined
Fixed Charges and Preferred Stock Dividends............................. 10
Description of the Senior Debt Securities and Subordinated Debt
Securities.............................................................. 11
Description of the Junior Subordinated Debt Securities.................... 19
Description of Capital Stock.............................................. 26
Description of Depositary Shares.......................................... 30
Description of Warrants................................................... 34
Description of the Preferred Securities................................... 34
Description of the Preferred Securities Guarantees........................ 36
Description of the Stock Purchase Contracts and Stock Purchase Units...... 39
Plan of Distribution...................................................... 39
Legal Matters............................................................. 40
Experts................................................................... 40
ERISA Matters............................................................. 41
</TABLE>
$100,000,000
[LOGO]
6.75% NOTES
DUE OCTOBER 1, 2007
---------------
PROSPECTUS SUPPLEMENT
OCTOBER 2, 1997
-----------------
SMITH BARNEY INC.
CHASE SECURITIES INC.
GOLDMAN, SACHS & CO.
J.P. MORGAN & CO.
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
