UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
SUNAMERICA CAPITAL TRUST I
(Exact name of registrant as specified in its charter)
Delaware Applied for
(State of incorporation or organization) (I.R.S. Employer Identification No.)
c/o SunAmerica Inc.
1 SunAmerica Center
Los Angeles, CA 90067-6022
(Address and zip code of principal executive offices)
Securities to be registered pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange on which
to be so registered each class is to be registered
__% Trust Originated Preferred New York Stock Exchange
Securities
Securities to be registered pursuant to Section 12(g) of the Act:
(None)
INFORMATION REQUIRED IN REGISTRATION STATEMENT
Item 1. Description of Registrant's Securities to be Registered.
The terms and provisions of the % Trust Originated Preferred
Securities (the "Preferred Securities"), representing undivided beneficial
interests in the assets of SunAmerica Capital Trust I, a statutory business
trust created under the laws of the State of Delaware (the "Trust"), are
described in the Offering Circular/Prospectus of the Trust and SunAmerica Inc.
dated March 20, 1995 filed with the Securities and Exchange Commission (the
"Commission") as part of Amendment No. 2 to the Registration Statement
(Registration Nos. 33-56961 and 33-56961-01) on Form S-4 (the "Registration
Statement"), which Offering Circular/Prospectus is incorporated herein by
reference and made a part hereof and attached as an exhibit hereto.
Item 2. Exhibits.
Preliminary Offering Circular/Prospectus dated March 20, 1995,
subject to completion, included in Amendment No. 2 to the
Registrant's Registration Statement on Form S-4 (Registration Nos.
33-56961 and 33-56961-01) as filed with the Commission on March 20,
1995 and hereby incorporated by reference herein along with
subsequent final Offering Circular/Prospectus
Declaration of Trust dated March 21, 1995 of SunAmerica Capital
Trust I
Form of Amended and Restated Declaration of Trust of SunAmerica
Capital Trust I (incorporated by reference to Exhibit 4.5 to the
Registrant's Registration Statement on Form S-4 (Registration Nos.
33-56961 and 33-56961-01))
Form of Preferred Security (included in immediately preceding
exhibit)
Form of Guarantee Agreement with respect to the Preferred Securities
(incorporated by reference to Exhibit 4.8 to the Registrant's
Registration Statement on Form S-4 (Registration Nos. 33-56961 and
33-56961-01))
Form of Indenture between SunAmerica Inc. and The First National Bank
of Chicago, as Trustee (incorporated by reference to Exhibit 4.1 to
the Registrant's Registration Statement on Form S-4 (Registration Nos.
33-56961 and 33-56961-01))
Form of First Supplemental Indenture to the Indenture (incorporated
by reference to Exhibit 4.2 of the Registrant's Registration
Statement on Form S-4 (Registration Nos. 33-56961 and 33-56961-01))
SIGNATURES
Pursuant to the requirements of Section 12 of the Securities Exchange
Act of 1934, the registrant has duly caused this registration statement to be
signed on its behalf by the undersigned, thereto duly authorized.
(Registrant) SunAmerica Capital Trust I
By: SunAmerica Inc.,
as Sponsor
By: /s/ James R. Belardi
--------------------------------
Name: James R. Belardi
Title: Senior Vice President and
Treasurer
DECLARATION OF TRUST, dated as of March 21, 1995, between
SunAmerica Inc., a Maryland corporation, as Sponsor, and James R. Belardi,
Scott Richland, Scott L. Robinson, The Bank of New York, a New York banking
corporation, and The Bank of New York (Delaware), a Delaware banking
corporation, not in their individual capacities but solely as Trustees. The
Sponsor and the Trustees hereby agree as follows:
1. The trust created hereby shall be known as "SunAmerica
Capital Trust I", in which name the Trustees, or the Sponsor to the extent
provided herein, may conduct the business of the Trust, make and execute
contracts, and sue and be sued.
2. The Sponsor hereby assigns, transfers, conveys and sets
over to the Trustees the sum of $10. The Trustees hereby acknowledge receipt
of such amount in trust from the Sponsor, which amount shall constitute the
initial trust estate. The Trustees hereby declare that they will hold the
trust estate in trust for the Sponsor. It is the intention of the parties
hereto that the Trust created hereby constitute a business trust under Chapter
38 of Title 12 of the Delaware Code, 12 Del. C. Section 3801 et seq. (the
"Business Trust Act"), and that this document constitute the governing
instrument of the Trust. The Trustees are hereby authorized and directed to
execute and file a certificate of trust with the Delaware Secretary of State
in the form attached hereto.
3. The Sponsor and the Trustees will enter into an amended and
restated Declaration of Trust, satisfactory to each such party and
substantially in the form included as Exhibit 4.5 to the 1933 Act Registration
Statement referred to below, to provide for the contemplated operation of the
Trust created hereby and the issuance of the Preferred Securities and Common
Securities referred to therein. Prior to the execution and delivery of such
amended and restated Declaration of Trust, the Trustees shall not have any duty
or obligation hereunder or with respect of the trust estate, except as
otherwise required by applicable law or as may be necessary to obtain prior to
such execution and delivery any licenses, consents or approvals required by
applicable law or otherwise.
4. The Sponsor and the Trustees hereby authorize and direct
the Sponsor, as the sponsor of the Trust, (i) to file with the Securities and
Exchange Commission (the "Commission") and execute, in each case on behalf of
the Trust, (a) the Registration Statement on Form S-4 (File Nos. 33-56961 and
33-56961-01) (the "1933 Act Registration Statement") including Amendment No. 3
thereto and any further pre-effective or post-effective amendments to such
Registration Statement, relating to the registration under the Securities Act
of 1933, as amended, of the Preferred Securities of the Trust, (b) a
Registration Statement on Form 8-A (the "1934 Act Registration Statement")
(including all pre-effective and post-effective amendments thereto) relating
to the registration of the Preferred Securities of the Trust under Section
12(b) of the Securities Exchange Act of 1934, as amended and (c) an Issuer
Tender Offer Statement on Schedule 13E-4 and any other tender offer statement
required to be filed by the Trust with the Commission (including, if
necessary, Schedule 14D-1) relating to the exchange offer (the "Offer")
described in the 1933 Act Registration (collectively, the "Tender Offer
Schedules") and any amendment or supplement thereto; (ii) to file with the New
York Stock Exchange and execute on behalf of the Trust a listing application
and all other applications, statements, certificates, agreements and other
instruments as shall be necessary or desirable to cause the Preferred
Securities to be listed on the New York Stock Exchange; (iii) to file and
execute on behalf of the Trust such applications, reports, surety bonds,
irrevocable consents, appointments of attorney for service of process and other
papers and documents as shall be necessary or desirable to register the
Preferred Securities under the securities or "Blue Sky" laws of such
jurisdictions as the Sponsor, on behalf of the Trust, may deem necessary or
desirable and (iv) to execute on behalf of the Trust that certain Dealer
Manager Agreement among the Trust, the Sponsor and Merrill Lynch, Pierce,
Fenner & Smith Incorporated relating to the Offer, substantially in the form
included as Exhibit 1.1 to the 1933 Act Registration Statement. In the event
that any filing referred to in clauses (i)-(iii) above is required by the
rules and regulations of the Commission, the New York Stock Exchange or state
securities or blue sky laws, to be executed on behalf of the Trust by the
Trustees, James R. Belardi, Scott Richland and Scott L. Robinson, in their
capacities as Trustees of the Trust, are hereby authorized and directed to
join in any such filing and to execute on behalf of the Trust any and all of
the foregoing, it being understood that The Bank of New York and The Bank of
New York (Delaware), in their capacities as Trustees of the Trust, shall not
be required to join in any such filing or execute on behalf of the Trust any
such document unless required by the rules and regulations of the Commission,
the New York Stock Exchange or state securities or blue sky laws. In
connection with all of the foregoing, the Sponsor and each Trustee, solely in
its capacity as Trustee of the Trust, hereby constitutes and appoints Eli
Broad, Jay S. Wintrob, Susan L. Harris and James M. Lurie, and each of them,
as his, her or its, as the case may be, true and lawful attorneys-in-fact, and
agents, with full power of substitution and resubstitution, for the Sponsor or
such Trustee or in the Sponsor's or such Trustee's name, place and stead, in
any and all capacities, to sign any and all amendments (including
post-effective amendments) to the 1933 Act Registration Statement, the 1934
Act Registration Statement and the Tender Offer Schedules and to file the
same, with all exhibits thereto, and other documents in connection therewith,
with the Commission, granting unto said attorneys-in-fact and agents full
power and authority to do and perform each and every act and thing requisite
and necessary to be done in connection therewith, as fully to all intents and
purposes as the Sponsor or such Trustee might or could do in person, hereby
ratifying and confirming all that said attorneys-in-fact and agents or any of
them, or their or his or her substitute or substitutes, shall do or cause to
be done by virtue hereof.
5. This Declaration of Trust may be executed in one or more
counterparts.
6. The number of Trustees initially shall be five (5) and
thereafter the number of Trustees shall be such number as shall be fixed from
time to time by a written instrument signed by the Sponsor which may increase
or decrease the number of Trustees; provided, however, that the number of
Trustees shall in no event be less than five (5); and provided, further that
to the extent required by the Business Trust Act, one Trustee shall either be
a natural person who is a resident of the State of Delaware or, if not a
natural person, an entity which has its principal place of business in the
State of Delaware. Subject to the foregoing, the Sponsor is entitled to
appoint or remove without cause any Trustee at any time. The Trustees may
resign upon thirty days prior notice to the Sponsor.
IN WITNESS WHEREOF, the parties hereto have caused this
Declaration of Trust to be duly executed as of the day and year first above
written.
SunAmerica Inc.,
as Sponsor
By: /s/ James R. Belardi
----------------------------------
Name: James R. Belardi
Title: Senior Vice President and
Treasurer
The Bank of New York,
not in its individual capacity
but solely as Trustee
By: /s/ Betty A. Cocozza
----------------------------------
Name: Betty A. Cocozza
Title: Assistant Treasurer
The Bank of New York (Delaware),
not in its individual capacity
but solely as Trustee
By: /s/ David Ruley
----------------------------------
Name: David Ruley
Title: Senior Vice President
/s/ James R. Belardi
-------------------------------------
James R. Belardi,
not in his individual capacity
but solely as Trustee
/s/ Scott Richland
-------------------------------------
Scott Richland,
not in his individual capacity
but solely as Trustee
/s/ Scott L. Robinson
-------------------------------------
Scott L. Robinson,
not in his individual capacity
but solely as Trustee
CERTIFICATE OF TRUST
OF
SUNAMERICA CAPITAL TRUST I
This Certificate of Trust of SunAmerica Capital Trust I (the
"Trust"), dated March 21, 1995, is being duly executed and filed by the
undersigned, as trustees, to form a business trust under the Delaware Business
Trust Act (12 Del.C. Section 3801 et seg.).
1. Name. The name of the business trust formed hereby is
SunAmerica Capital Trust I.
2. Delaware Trustee. The name and business address of the
trustee of the Trust with a principal place of business in the State of
Delaware is The Bank of New York (Delaware), a Delaware banking corporation,
White Clay Center, Route 273, Newark, Delaware 19711.
3. Effective Date. This Certificate of Trust shall be
effective as of its filing.
IN WITNESS WHEREOF, the undersigned, being the sole trustees of
the Trust, have executed this Certificate of Trust as of the date first above
written.
The Bank of New York,
as trustee
By:_________________________
Name:
Title:
The Bank of New York (Delaware),
as trustee
By:________________________
Name:
Title:
________________________
James R. Belardi,
as trustee
_______________________
Scott Richland,
as trustee
________________________
Scott L. Robinson,
as trustee
