SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
SCHEDULE 13G
(Rule 13d-102)
INFORMATION STATEMENT PURSUANT TO RULES 13d-1 AND 13d-2
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 1)(1)
ROCKFORD INDUSTRIES, INC.
(Name of Issuer)
ORDINARY COMMON STOCK, NO PAR VALUE
(Title of Class of Securities)
773259 10 6
(CUSIP Number)
________________________
_______________________
(1) The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which
would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not
be deemed to be "filed" for the purpose of Section 18 of the Securities
Exchange Act of 1934, as amended (the "Act"), or otherwise subject to the
liabilities of that section of the Act but shall be subject to all other
provisions of the Act (however, see the Notes).
CUSIP No. 773259 10 6 G Page 2 of 10
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Eli Broad
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / /
(b) /X/
Not applicable
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OR ORGANIZATION
United States
___________________________________________________________________________
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
5. SOLE VOTING POWER
None
6. SHARED VOTING POWER
400,373 shares of common stock, consisting of 125,000 shares of
common stock currently owned and 275,373 shares of common stock issuable
upon conversion of 70,000 shares of Series A Preferred stock of the issuer
(all of such shares Reporting Person may be deemed to share dispositive
power solely by reason of affiliation with the other Reporting Persons
herein described but for which Reporting Person disclaims beneficial
ownership)
7. SOLE DISPOSITIVE POWER
None
8. SHARED DISPOSITIVE POWER
400,373 shares of common stock, consisting of 125,000 shares of
common stock currently owned and 275,373 shares of common stock issuable
upon conversion of 70,000 shares of Series A Preferred stock of the issuer
(all of such shares Reporting Person may be deemed to share voting power
solely by reason of affiliation with the other Reporting Persons herein
described but for which Reporting Person disclaims beneficial ownership)
___________________________________________________________________________
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
400,373 shares of common stock, consisting of 125,000 shares of
common stock currently owned and 275,373 shares of common stock issuable
upon conversion of 70,000 shares of Series A Preferred stock of the issuer
(all of such shares Reporting Person may be deemed to beneficially own
solely by reason of affiliation with the other Reporting Persons herein
described but for which Reporting Person disclaims beneficial ownership)
10. CHECK BOX IF AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
/ /
Not applicable
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
9.15% (includes 9.15% of class for which Reporting Person may be
deemed to beneficially own solely by reason of affiliation with the other
Reporting Persons herein described but for which Reporting Person disclaims
beneficial ownership)
12. TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
CUSIP No. 773259 10 6 G Page 3 of 10
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
SunAmerica Inc. (86-0176061)
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / /
(b) /X/
Not applicable
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OR ORGANIZATION
Maryland
___________________________________________________________________________
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
5. SOLE VOTING POWER
None
6. SHARED VOTING POWER
400,373 shares of common stock, consisting of 125,000 shares of
commons stock currently owned and 275,373 shares of common stock issuable
upon conversion of 70,000 shares of Series A Preferred stock of the issuer
(all of such shares Reporting Person may be deemed to share dispositive
power solely by reason of affiliation with the other Reporting Persons
herein described but for which Reporting Person disclaims beneficial
ownership)
7. SOLE DISPOSITIVE POWER
None
8. SHARED DISPOSITIVE POWER
400,373 shares of common stock, consisting of 125,000 shares of
common stock currently owned and 275,373 shares of common stock issuable
upon conversion of 70,000 shares of Services A Preferred stock of the
issuer (all of such shares Reporting Person may be deemed to share voting
power solely by reason of affiliation with the other Reporting Persons
herein described but for which Reporting Person disclaims beneficial
ownership)
___________________________________________________________________________
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
400,373 shares of common stock, consisting of 125,000 shares of
common stock currently owned and 275,373 shares of common stock issuable
upon conversion of 70,000 shares of Series A Preferred stock of the issuer
(all of such shares Reporting Person may be deemed to beneficially own
solely by reason of affiliation with the other Reporting Persons herein
described but for which Reporting Person disclaims beneficial ownership)
10. CHECK BOX IF AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
/ /
Not applicable
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
9.15% (includes 9.15% of class for which Reporting Person may be
deemed to beneficially own solely by reason of affiliation with the other
Reporting Persons herein described but for which Reporting Person disclaims
beneficial ownership)
12. TYPE OF REPORTING PERSON*
CO/HC
*SEE INSTRUCTIONS BEFORE FILLING OUT!
CUSIP No. 773259 10 6 G Page 4 of 10
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
SunAmerica Life Insurance Company (52-0502540)
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / /
(b) /X/
Not applicable
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OR ORGANIZATION
Arizona
___________________________________________________________________________
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
5. SOLE VOTING POWER
125,000 shares of common stock
6. SHARED VOTING POWER
275,373 shares of common stock issuable upon conversion of 70,000
shares of Series A Preferred stock (includes 275,373 shares of common stock
issuable upon conversion of 70,000 shares of Series A Preferred stock
Reporting Person may be deemed to share voting power solely by reason of
affiliation with the other Reporting Persons herein described but for which
Reporting Person disclaims beneficial ownership)
7. SOLE DISPOSITIVE POWER
125,000 shares of common stock
8. SHARES DISPOSITIVE POWER
275,373 shares of common stock issuable upon conversion of 70,000
shares of Series A Preferred stock (includes 275,373 shares of common stock
issuable upon conversion of 70,000 shares of Series A Preferred stock
Reporting Person may be deemed to share dispositive power solely by reason
of affiliation with the other Reporting Persons herein described but for
which Reporting Person disclaims beneficial ownership)
___________________________________________________________________________
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
400,373 shares of common stock, consisting of 125,000 shares of
common stock currently owned and 275,373 shares of common stock issuable
upon conversion of 70,000 shares of Series A Preferred stock of the issuer
(such shares include 275,373 shares Reporting Person may be deemed to
beneficially own solely by reason of affiliation with the other Reporting
Persons herein described but for which Reporting Person disclaims
beneficial ownership)
10. CHECK BOX IF AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
/ /
Not applicable
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
9.15% (includes 6.29% of class for which Reporting Person may be
deemed to benefically own solely by reason of affiliation with the other
Reporting Persons herein described but for which Reporting Person disclaims
beneficial ownership)
12. TYPE OF REPORTING PERSON*
CO/IC
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
CUSIP No. 773259 10 6 G Page 5 of 10
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Anchor National Life Insurance Company (86-0198983)
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / /
(b) /X/
Not applicable
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OR ORGANIZATION
Arizona
___________________________________________________________________________
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
5. SOLE VOTING POWER
275,373 shares of common stock issuable upon conversion of 70,000
shares of Series A Preferred Stock of the issuer.
6. SHARED VOTING POWER
None, except to the extent Reporting Person is deemed to share
voting power, solely by reason of affiliation with such person, on the
shares described in Row 5 of the cover sheet of any other Reporting Person
herein described
7. SOLE DISPOSITIVE POWER
275,373 shares of common stock issuable upon conversion of 70,000
shares of Series A Preferred Stock of the issuer.
8. SHARES DISPOSITIVE POWER
None, except to the extent Reporting Person is deemed to share
dispositive power, solely by reason of affiliation with such person, on the
shares described in Row 7 of the cover sheet of any other Reporting Person
herein described
___________________________________________________________________________
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
275,373 shares of common stock issuable upon conversion of 70,000
shares of Series A Preferred stock of the issuer
10. CHECK BOX IF AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
/ /
Not applicable
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
6.29%
12. TYPE OF REPORTING PERSON*
CO/IC
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
CUSIP No. 773259 10 6 G Page 6 of 10
Item 1(a). Name of Issuer:
Rockford Industries, Inc.
Item 1(b). Address of Issuer's Principal Executive Offices:
1851 East First Street, Suite 600
Santa Ana, California 92705
Item 2(a). Name of Person Filing:
This statement is being filed by (1) Eli Broad, a natural person, (2)
SunAmerica Inc., a Maryland corporation, (3) SunAmerica Life Insurance
Company, an Arizona corporation and (4) Anchor National Life Insurance
Company.
Item 2(b). Address of Principal Business Office or, if None, Residence:
For each of Eli Broad, SunAmerica Inc., SunAmerica Life Insurance Company
and Anchor National Life Insurance Company:
1 SunAmerica Center
Century City
Los Angeles, California 90067-6022
Item 2(c). Citizenship:
Eli Broad is a citizen of the United States, SunAmerica Inc. is a Maryland
corporation, and SunAmerica Life Insurance Company and Anchor National Life
Insurance Company are both Arizona corporations.
Item 2(d). Title of Class of Securities:
Common Stock, no par value
Item 2(e). CUSIP Number:
773259 10 6
Item 3. If this statement is filed pursuant to Rules 13(d)-1(b), or 13d-
2(b), check whether the person filing is a:
(a)___ Broker or dealer registered under Section 15 of the Act,
(b)___ Bank as defined in Section 3(a)(6) of the Act,
(c)___ Insurance Company as defined in Section 3(a)(19) of the Act,
(d)___ Investment Company registered under Section 8 of the Investment
Company Act,
(e)___ Investment Adviser registered under Section 203 of the Investment
Advisers Act of 1940,
(f)___ Employee Benefit Plan, Pension Fund which is subject to the
provisions of the Employee Retirement Income Security Act of 1974 or
Endowment Fund; see 13d-1(b)(1)(ii)(F),
(g)___ Parent Holding Company, in accordance with Rule 13d-1(b)(ii)(G); see
Item 7,
(h)___ Group, in accordance with Rule 13d-1(b)(1)(ii)(H).
Not applicable. This statement is being filed pursuant to Rule 13d-1(c).
Item 4. Ownership.(2)
(a) Amount beneficially owned:
See responses to Item 9 on each of the cover pages to this statement on
Schedule G.
___________________________________
(2) Each Reporting Person disclaims beneficial ownership of any securities
not held directly by such person. The filing of this Schedule 13G shall
not be construed as an admission that a Reporting Person or any of its
affiliates is, for the purposes of Section 13 of the Act, a member of a
"group" with any of the other Reporting Persons. In addition, the filing
of this Schedule 13G shall not be construed as an admission that a
Reporting Person or any of its affiliates is the beneficial owner of any
securities not held directly by such person for any purpose.
CUSIP No. 773259 10 6 G Page 7 of 10
(b) Percent of class:
See responses to Item 11 on each of the cover pages to this statement on
Schedule G.
(c) Number of shares as to which such person has:
(i) Sole power to vote or direct the vote:
See responses to Item 5 on each of the cover pages to this statement
on Schedule G.
(ii) Shared power to vote or direct the vote:
See responses to Item 6 on each of the cover pages to this statement
on Schedule G.
(iii) Sole power to dispose or to direct the disposition of:
See responses to Item 7 on each of the cover pages to this statement
on Schedule G.
(iv) Shared power to dispose or to direct the disposition of:
See responses to Item 8 on each of the cover pages to this statement
on Schedule G.
Item 5. Ownership of Five Percent of Less of a Class.
If this statement is being filed to report the fact that as of the
date hereof the reporting person has ceased to be the beneficial owner of
more than five percent of the class of securities, check the following.
Not applicable.
Item 6. Ownership of More than Five Percent on Behalf of Another Person.
Other than the Reporting Persons as described in Item 4 above, no
person is known to have the right to receive or the power to direct the
receipt of dividends from, or the proceeds from the sale of, the shares
described in Item 4 above.
Item 7. Identification and Classification of the Subsidiary Which Acquired
the Security Being Reported on by the Parent Holding Company.
See Exhibit A.
Item 8. Identification and Classification of Members of the Group.
Not applicable.
Item 9. Notice of Dissolution of Group.
Not applicable.
Item 10. Certification.
Not applicable.
<PAGE>
CUSIP No. 773259 10 6 G Page 8 of 10
SIGNATURE
After reasonable inquiry and to the best of our knowledge and belief,
we certify that the information set forth in this statement is true,
complete and correct.
February 13, 1997
/S/ELI BROAD
________________________________
Eli Broad
SUNAMERICA INC.
/S/JAY S. WINTROB
________________________________
Jay S. Wintrob
Vice Chairman
SUNAMERICA LIFE INSURANCE COMPANY
/S/JAY S. WINTROB
________________________________
Jay S. Wintrob
Executive Vice President
ANCHOR NATIONAL LIFE INSURANCE COMPANY
/S/JAY S. WINTROB
________________________________
Jay S. Wintrob
Executive Vice President
CUSIP No. 773259 10 6 G Page 9 of 10
Exhibit A
RELEVANT SUBSIDIARIES OF PARENT HOLDING COMPANY
Parent Holding Company
SunAmerica Inc.
Eli Broad (an individual who may be deemed to control SunAmerica Inc.)
Relevant Subsidiaries
SunAmerica Life Insurance Company, an Arizona corporation and an
insurance company as defined in Section 3(a)(19) of the Securities Exchange
Act of 1934, as amended
Anchor National Life Insurance Company, an Arizona corporation and an
insurance company as defined in Section 3(a)(19) of the Securities Exchange
Act of 1934, as amended
CUSIP No. 773259 10 6 G Page 10 of 10
Exhibit B
JOINT FILING AGREEMENT PURSUANT TO RULE 13d-1(f)(1)
Pursuant to Rule 13d-1(f) under the Securities Exchange Act of 1934,
as amended, the undersigned hereby agree and consent (i) to the joint
filing on their behalf of this Schedule G in connection with their
beneficial ownership of the ordinary common stock of Rockford Industries,
Inc. at December 31, 1996 and (ii) to the joint filing on their behalf of
any amendments thereto.
February 13, 1997
/S/ELI BROAD
________________________________
Eli Broad
SUNAMERICA INC.
/S/JAY S. WINTROB
________________________________
Jay S. Wintrob
Vice Chairman
SUNAMERICA LIFE INSURANCE COMPANY
/S/JAY S. WINTROB
________________________________
Jay S. Wintrob
Executive Vice President
ANCHOR NATIONAL LIFE INSURANCE COMPANY
/S/JAY S. WINTROB
________________________________
Jay S. Wintrob
Executive Vice President
