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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 13D
(RULE 13D-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULE 13D-1(A) AND AMENDMENTS THERETO FILED PURSUANT TO
RULE 13D-2(A)
(AMENDMENT NO. 12)
SUNAMERICA INC.
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(Name of Issuer)
COMMON STOCK, PAR VALUE $1.00 PER SHARE
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(Title of Class of Securities)
866930100
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(CUSIP Number)
CINDY QUANE
1999 AVENUE OF THE STARS, SUITE 3170
LOS ANGELES, CA 90067
(310) 843-3680
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(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
AUGUST 19, 1998
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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 that is the subject of this Schedule 13D, and is filing
this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the
following box: / /.
(Continued on following pages)
(Page 1 of 6 Pages)
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SCHEDULE 13D
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CUSIP NO. 866930100 Page 2 of 6
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CUSIP NO.866930100
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1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Eli Broad
###-##-####
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2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) / /
(b) / /
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3. SEC USE ONLY
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4. SOURCE OF FUNDS
OO
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5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) OR 2(e)
/ /
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6. CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.A.
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Number of 7. SOLE VOTING POWER
Shares 25,281,108
Beneficially -------------------------------------------------------------------
Owned By 8. SHARED VOTING POWER
Each 1,074,842(1)
Reporting -------------------------------------------------------------------
Person With 9. SOLE DISPOSITIVE POWER
24,217,335
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10. SHARED DISPOSITIVE POWER
1,074,842(1)
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11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
26,355,950(1)
Of these shares, 13,015,359(1) are held in the form of Common Stock, and
13,340,591 are held in the form of Non-Transferable Class B Stock, which
is convertible into Common Stock.
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12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES
/ /
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13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
Common Stock 12.9%(1)(as of 7-31-98, assuming exercise
of the Reporting Person's options
and conversion of Non-Transferable
Class B Stock)
Non-Transferable Class B Stock 82%
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14. TYPE OF REPORTING PERSON
IN
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(1) Includes 977,138 shares of Common Stock held through two separate
grantor retained annuity trusts with respect to which the Reporting Person
disclaims beneficial ownership.
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SCHEDULE 13D
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CUSIP NO. 866930100 Page 3 of 6
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This Amendment No. 12 to the Statement on Schedule 13D amends the
Statement on Schedule 13D filed on March 24, 1981, as amended (as so amended,
the "Schedule 13D") relating to the Common Stock, par value $1.00 per share (the
"Common Stock"), of SunAmerica Inc., a Maryland corporation ("SunAmerica").
Capitalized terms used but not defined herein shall have the meanings ascribed
to them in the Schedule 13D.
ITEM 1 SECURITY AND ISSUER.
Security: Common Stock, par value $1.00 per share, of SunAmerica.
Name and Address of Issuer: SunAmerica Inc., 1 SunAmerica Center, Century
City, Los Angeles, California 90067.
ITEM 2 IDENTITY AND BACKGROUND.
(a) Name: Eli Broad
(b) Business Address: 1 SunAmerica Inc., Century City, Los
Angeles, California 90067
(c) Principal Employment: Chairman of the Board, Chief Executive
Officer and President, SunAmerica Inc., 1 SunAmerica Center,
Century City, Los Angeles, California 90067.
(d) Criminal Proceedings: None.
(e) Civil Proceedings: None.
(f) Citizenship: U.S.A.
ITEM 4 PURPOSE OF TRANSACTION.
The following is added to the response to Item 4:
SunAmerica and American International Group, Inc., a Delaware
corporation ("AIG"), have entered into an Agreement and Plan of Merger dated as
of August 19, 1998 (the "Merger Agreement"), which provides, among other things,
for the merger (the "Merger") of SunAmerica with and into AIG. A copy of the
Merger Agreement is filed as Exhibit 2.1 hereto and is incorporated by reference
herein. The description of the Merger Agreement set forth herein is qualified in
its entirety by reference to such exhibit. Concurrently with the execution of
the Merger Agreement, the Reporting Person and AIG entered into a Voting
Agreement, dated as of August 19, 1998 (the "Voting Agreement"), which is more
fully described in Item 6 hereof.
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SCHEDULE 13D
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CUSIP NO. 866930100 Page 4 of 6
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ITEM 5 INTEREST IN SECURITIES OF THE ISSUER.
The following is added in response to Item 5:
Upon conversion of his Non-Transferable Class B Stock, par value
$1.00 per share ("Non-Transferable Class B Stock"), of SunAmerica pursuant to
the Voting Agreement, it is expected that the Reporting Person will beneficially
own 26,355,950 shares of Common Stock and no shares of Class B Stock (including
977,138 shares of Common Stock held through two separate grantor retained
annuity trusts with respect to which the Reporting Person disclaims beneficial
ownership).
ITEM 6 CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF THE ISSUER
The following is added to the response to Item 6:
The Reporting Person has agreed pursuant to the Voting Agreement to
convert immediately prior to the effective time of the Merger each share of
Non-Transferable Class B Stock and each share of Transferable Class B Stock, par
value $1.00 per share ("Transferable Class B Stock" and together with the
Non-Transferable Class B Stock, the "Class B Stock"), of SunAmerica beneficially
owned by him into one share of Common Stock, in accordance with SunAmerica's
Articles of Restated Charter, dated October 3, 1991, as amended. The Reporting
Person has also agreed to vote (or to cause the record holder to vote) all
shares of Common Stock beneficially owned by him in favor of the Merger,
including shares of Common Stock (i) received by the Reporting Person as a
result of any stock dividend, stock split, recapitalization, reclassification,
combination or exchange or shares of Common Stock; (ii) which become, after the
date of the Voting Agreement, beneficially owned by the Reporting Person
(including by conversion); or (iii) with respect to which the Reporting Person
voluntarily acquires the right to vote or share in the right to vote. Pursuant
to the terms of the Voting Agreement, the Reporting Person is also required to
deliver a customary "affiliate letter" which would obligate the Reporting Person
(i) not to sell or otherwise transfer any Common Stock, Class B Stock or common
stock, par value $2.50 per share ("AIG Common Stock"), of AIG received in
exchange for his Common Stock pursuant to the Merger beginning on the date that
is 30 days prior to the date of the Closing (as defined in the Merger
Agreement) and ending at the earlier of the publication by AIG of the results of
30 days of operations of the combined company after the merger or the early
termination of the Merger Agreement and (ii) not to sell or otherwise transfer
any AIG Common Stock stock in violation of the Securities Act of 1933
(including Rule 145 promulgated thereunder). A copy of the Voting Agreement is
filed as Exhibit 99.1 hereto and is incorporated by reference herein. The
description of the Voting Agreement set forth herein is qualified in its
entirety by reference to such exhibit.
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SCHEDULE 13D
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CUSIP NO. 866930100 Page 5 of 6
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ITEM 7 MATERIAL TO BE FILED AS EXHIBITS
Exhibit 2.1 Agreement and Plan of Merger dated as of August 19, 1998,
between SunAmerica and AIG (incorporated by reference to the
Current Report on Form 8-K filed by AIG on August 24, 1998, File
No. 1-8787).
Exhibit 99.1 Voting Agreement, dated as of August 19, 1998, between Eli
Broad and AIG.
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Page 6 of 6
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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.
Dated as of: August 28, 1998
ELI BROAD
By: /s/ Eli Broad
Name: Eli Broad
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INDEX OF EXHIBITS
Exhibit 2.1 Agreement and Plan of Merger dated as of August 19, 1998,
between SunAmerica and AIG (incorporated by reference to the
Current Report on Form 8-K filed by AIG on August 24, 1998, File
No. 1-8787).
Exhibit 99.1 Voting Agreement, dated as of August 19, 1998, between Eli
Broad and AIG.
Exhibit 99.1
VOTING AGREEMENT
THIS VOTING AGREEMENT (the "Agreement") is entered into as of August
19, 1998, between the undersigned stockholder (the "Stockholder") of SunAmerica
Inc., a Maryland corporation (the "Company"), and American International Group,
Inc., a Delaware corporation ("Parent").
WHEREAS, concurrently with the execution and delivery of this
Agreement, the Company and Parent have entered into an Agreement and Plan of
Merger dated as of August 19, 1998 (the "Merger Agreement"), providing for the
merger of the Company with and into Parent (the "Merger") pursuant to the terms
and conditions of the Merger Agreement, and setting forth certain
representations, warranties, covenants and agreements of the parties thereto in
connection with the Merger; and
WHEREAS, as an inducement and a condition to Parent entering into
the Merger Agreement, pursuant to which the Stockholder will receive the Merger
Consideration (as defined in the Merger Agreement) in exchange for each share of
Common Stock, par value $1.00 per share, of the Company (the "Common Stock")
owned by him, the Stockholder has agreed to enter into this Agreement;
NOW, THEREFORE, for good and valuable consideration, the receipt,
sufficiency and adequacy of which is hereby acknowledged, the parties hereto
agree as follows:
1. Representations of Stockholder. The Stockholder
represents that such Stockholder:
(a) is the beneficial owner of that number of shares of Common
Stock and that number of shares of Non-Transferable Class B Stock, par
value $1.00 per share, of the Company (together with the Transferable
Class B Stock, par value $1.00 per share, of the Company (the
"Transferable Class B Stock"), the "Class B Stock") set forth opposite
such Stockholder's name on Exhibit A (such Stockholder's "Shares");
(b) does not beneficially own (as such term is defined in the
Securities Exchange Act of 1934, as amended (the "1934 Act")) any shares
of Common Stock or Class B Stock for which such Stockholder has the sole
authority to vote other than his Shares, but excluding any shares of
Common Stock or Class B Stock which such Stockholder has the right to
obtain upon the exercise of stock options outstanding on the date hereof;
and
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(c) has the right, power and authority to execute and deliver
this Agreement and to perform his obligations under this Agreement, and
this Agreement has been duly executed and delivered by such Stockholder
and constitutes a valid and legally binding agreement of such Stockholder,
enforceable in accordance with its terms; and such execution, delivery and
performance by Shareholder of this Agreement will not (i) conflict with,
require a consent, waiver or approval under, or result in a breach of or
default under, any of the terms of any contract, commitment or other
obligation (written or oral) to which such Stockholder is a party or by
which such Stockholder is bound; (ii) violate any order, writ, injunction,
decree or statute, or any rule or regulation, applicable to Stockholder or
any of the properties or assets of Stockholder; or (iii) result in the
creation of, or impose any obligation on such Stockholder to create, any
lien, charge or other encumbrance of any nature whatsoever upon the
Shares.
The representations and warranties contained herein shall be made as of the date
hereof and as of each date from the date hereof through and including the date
that the Merger is consummated or this Agreement is terminated in accordance
with its terms.
2. Agreement to Convert Class B Shares; Agreement to Vote Shares.
(a) The Stockholder shall convert immediately prior to the
Effective Time (as defined in the Merger Agreement) each share of Class B
Stock held by him into one fully paid and nonassessable share of Common
Stock, in accordance with the terms of the Class B Stock as set forth in
the Articles of Restated Charter, dated October 3, 1991, as amended, of
the Company.
(b) The Stockholder shall vote his Shares and any New Shares
(as defined in Section 6 hereof), and shall cause any holder of record of
his Shares or New Shares to vote, in favor of adoption and approval of the
Merger Agreement and the Merger (and each other action and transaction
contemplated by the Merger Agreement or by this Agreement) at every
meeting of the stockholders of the Company at which any such matters are
considered and at every adjournment thereof. Any such vote shall be cast
or consent shall be given in accordance with such procedures relating
thereto as shall ensure that it is duly counted for purposes of
determining that a quorum is present and for purposes of recording the
results of such vote or consent. The Stockholder shall deliver to Parent
upon request a proxy substantially in the form attached hereto as Exhibit
B, which proxy shall be coupled with an interest and irrevocable to the
extent permitted under Maryland law, with the total number of such
Stockholder's Shares and any New Shares correctly indicated thereon. The
Stockholder shall also use his reasonable efforts
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to take, or cause to be taken, all action, and do, or cause to be done,
all things necessary or advisable in order to consummate and make
effective the transactions contemplated by this Agreement.
3. No Voting Trusts. After the date hereof, the Stockholder agrees
that he will not, nor will he permit any entity under his control to, deposit
any Shares in a voting trust or subject any Shares to any agreement, arrangement
or understanding with respect to the voting of such Shares other than agreements
entered into with Parent.
4. Additional Purchases. The Stockholder agrees that in the event
(a) of any stock dividend, stock split, recapitalization, reclassification,
combination or exchange of shares of stock of the Company on, of or affecting
the Shares of such Stockholder, (b) such Stockholder purchases or otherwise
acquires beneficial ownership of any shares of Common Stock or Class B Stock
after the execution of this Agreement (including by conversion), or (c) such
Stockholder voluntarily acquires the right to vote or share in the voting of any
shares of Common Stock or Class B Stock other than the Shares (collectively,
"New Shares"), such Stockholder shall deliver promptly to Parent upon request an
irrevocable proxy substantially in the form attached hereto as Exhibit B with
respect to such New Shares. The Stockholder also agrees that any New Shares
acquired or purchased by him shall be subject to the terms of this Agreement and
shall constitute Shares to the same extent as if they were owned by such
Stockholder on the date hereof.
5. Affiliates Letter. The Stockholder shall execute and deliver on a
timely basis a letter agreement in the form of Exhibit A-1 to the Merger
Agreement, when and if requested by Parent prior to the Effective Time (as
defined in the Merger Agreement).
6. Specific Performance. Each party hereto severally acknowledges
that it will be impossible to measure in money the damage to the other party if
the party hereto fails to comply with any of the obligations imposed by this
Agreement, that every such obligation is material and that, in the event of any
such failure, the other party will not have an adequate remedy at law or
damages. Accordingly, each party hereto severally agrees that injunctive relief
or other equitable remedy, in addition to remedies at law or damages, is the
appropriate remedy for any such failure and will not oppose the granting of such
relief on the basis that the other party has an adequate remedy at law. Each
party hereto severally agrees that it will not seek, and agrees to waive any
requirement for, the securing or posting of a bond in connection with any other
party's seeking or obtaining such equitable relief.
7. Heirs, Successors and Assigns. This Agreement shall be binding
upon and inure to the benefit of the parties hereto and their respective heirs,
successors and
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assigns and shall not be assignable without the written consent of all other
parties hereto.
8. Entire Agreement. This Agreement supersedes all prior agreements,
written or oral, among the parties hereto with respect to the subject matter
hereof and contains the entire agreement among the parties with respect to the
subject matter hereof. This Agreement may not be amended, supplemented or
modified, and no provisions hereof may be modified or waived, except by an
instrument in writing signed by all the parties hereto. No waiver of any
provisions hereof by any party shall be deemed a waiver of any other provisions
hereof by any such party, nor shall any such waiver be deemed a continuing
waiver of any provision hereof by such party.
9. Miscellaneous.
(a) This Agreement shall be deemed a contract made under, and
for all purposes shall be construed in accordance with, the laws of the
State of New York.
(b) If any provision of this Agreement or the application of
such provision to any person or circumstances shall be held invalid by a
court of competent jurisdiction, the remainder of the provision held
invalid and the application of such provision to persons or circumstances,
other than the party as to which it is held invalid, shall not be
affected.
(c) This Agreement may be executed in one or more
counterparts, each of which shall be deemed to be an original but all of
which together shall constitute one and the same instrument.
(d) This Agreement shall terminate upon the earlier to occur
of (i) the Effective Time (as defined in the Merger Agreement) or (ii)
termination of the Merger Agreement in accordance with its terms.
(e) All Section headings herein are for convenience of
reference only and are not part of this Agreement, and no construction or
reference shall be derived therefrom.
(f) The obligations of the Stockholder set forth in this
Agreement shall not be effective or binding upon such Stockholder until
after such time as the Merger Agreement is executed and delivered by the
Company and Parent.
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IN WITNESS WHEREOF, the parties hereto have executed and delivered this
Agreement as of the date first written above.
AMERICAN INTERNATIONAL GROUP, INC.
By: /s/ M. R. GREENBERG
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Name: M. R. Greenberg
Title: Chairman and Chief
Executive Officer
THE STOCKHOLDER:
/s/ ELI BROAD
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ELI BROAD
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Exhibit A
STOCKHOLDER
Number of Number of
Shares of Shares of Type of
Name Common Stock Class B Stock Ownership
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1. Eli Broad 3,634,605 13,340,591
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Exhibit B
FORM OF PROXY
The undersigned stockholder, for consideration received, hereby
appoints [PARENT DESIGNEES] and each of them as my proxies, with full power of
substitution in each of them, to cast on behalf of the undersigned all votes
entitled to be cast by the holder of the shares of Common Stock, par value $1.00
per share, of SunAmerica Inc., a Maryland corporation (the "Company"), all
shares of Non-Transferable Class B Stock, par value $1.00 per share, of the
Company, and all shares of Transferable Class B Stock, par value $1.00 per
share, of the Company, owned by the undersigned at the Special Meeting of
Shareholders of the Company to be held [DATE, TIME AND PLACE] and at any
adjournment thereof FOR approval and adoption of the Agreement and Plan of
Merger, dated as of August 19, 1998, between the Company and American
International Group, Inc., a Delaware corporation ("Parent"), providing for the
merger (the "Merger") of the Company with and into Parent, and the Merger. This
proxy is coupled with an interest and is irrevocable until such time as the
Voting Agreement, dated as of August 19, 1998, between a certain stockholder of
the Company, the undersigned, and Parent terminates in accordance with its
terms.
Dated --------------------, 1998
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(Signature of Stockholder)
