-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Gbiw2CVM/Fb5zIvnqFn5e/Ptb3SPMw+P0OER8iHsvOSpiaRtFa/ghcBpu/ilb9ux G2F0U8vXzvY8Ys3oG4285w== 0000054727-96-000052.txt : 19960928 0000054727-96-000052.hdr.sgml : 19960928 ACCESSION NUMBER: 0000054727-96-000052 CONFORMED SUBMISSION TYPE: S-3 PUBLIC DOCUMENT COUNT: 7 FILED AS OF DATE: 19960820 SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: SUNAMERICA INC CENTRAL INDEX KEY: 0000054727 STANDARD INDUSTRIAL CLASSIFICATION: LIFE INSURANCE [6311] IRS NUMBER: 860176061 STATE OF INCORPORATION: MD FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: S-3 SEC ACT: 1933 Act SEC FILE NUMBER: 333-10523 FILM NUMBER: 96618348 BUSINESS ADDRESS: STREET 1: 1 SUNAMERICA CENTER CITY: LOS ANGELES STATE: CA ZIP: 90067-6022 BUSINESS PHONE: 3107726000 FORMER COMPANY: FORMER CONFORMED NAME: KAUFMAN & BROAD INC DATE OF NAME CHANGE: 19890515 FORMER COMPANY: FORMER CONFORMED NAME: KAUFMAN & BROAD BUILDING CO DATE OF NAME CHANGE: 19711006 S-3 1 1 As filed with the Securities and Exchange Commission on August 16, 1996 Registration No. 33-___________ SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ------------- FORM S-3 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 -------------------- SunAmerica Inc. Maryland 86-0176061 (Exact name of Registrant as (State or other (I.R.S. employer specified in its charter) jurisdiction identification of incorporation number) or organization) 1 SunAmerica Center Los Angeles, California 90067-6022 (310) 772-6000 (Address, including zip code, and telephone number, including area code, or registrant's principal executive offices) Christine A. Nixon, Esquire Associate Counsel SunAmerica Inc. 1 SunAmerica Center Los Angeles, California 90067-6022 (310) 772-6000 (Name, address, including zip code, and telephone number, including area code of agent for service) ---------------------- Approximate date of commencement of proposed sale to the public: From time to time after this registration statement becomes effective. ---------------------- If the only securities being registered on this form are being offered pursuant to dividend or interest reinvestment plans, please check the following box. / / If any of the securities being registered on this form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities being offered only in connection with dividend or interest reinvestment plans, please check the following box. /X/ If this form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. / / If this form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the 2 Securities Act registration statement number of the earlier effective registration statement for the same offering. / / If delivery of the prospectus is expected to be made pursuant to Rule 434, please check the following box. / /
CALCULATION OF REGISTRATION FEE Title of Each Class Proposed Maximum Proposed Maximum of Securities to be Amount to be Offering Price Per Aggregate Amount of Registered (1) Registered Unit Offering Price (2) Registration Fee Deferred Compensation $50,000,000 $1.00 $50,000,000 $15,625.00 Obligations (1) The deferred compensation obligations are unsecured obligations of SunAmerica Inc. to pay deferred compensation in the future in accordance with the terms of the SunAmerica Representatives' Deferred Compensation Plan for eligible participants under contract to certain SunAmerica Subsidiaries. (2) Estimated solely for the purpose of determining the registration fee.
The Registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with section 8(a) of the Securities Act of 1933 or until the registration statement shall become effective on such date as the Commission, acting pursuant to said section 8(a), may determine. This prospectus relates to deferred compensation obligations of SunAmerica Inc. under the SunAmerica Representatives' Deferred Compensation Plan (the "Plan"). Participation in the Plan is limited to eligible persons under contract [as a securities licensed representative] to a subsidiary of SunAmerica Inc. (the "Company"). The interests under the Plan will be general unsecured debt obligations which will rank pari passu with other unsecured and unsubordinated indebtedness of the Company. _____________ THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION, NOR HAS THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE. No person has been authorized to give any information or to make any representations, other than those contained in this Prospectus, in connection with the offer contained in this Prospectus, and, if given or made, such information or representations must not be relied upon as having been 3 authorized by the Company. This Prospectus does not constitute an offer to sell or the solicitation of an offer to buy any of the securities offered hereby in any state to or from any person to whom it is unlawful to make or solicit such offer in such state. Neither the delivery of this Prospectus nor any sales made hereunder shall under any circumstances create any implication that there has been no change in the information herein since the date hereof. For North Carolina Investors: The Commissioner of Insurance of the State of North Carolina has not approved or disapproved this offering nor has such Commissioner passed upon the accuracy or adequacy of this Prospectus. The date of this Prospectus is __________________. AVAILABLE INFORMATION The Company is subject to the informational requirements of the Securities Exchange Act of 1934, as amended (the "1934 Act"), and in accordance therewith files reports, proxy statements and other information with the Securities and Exchange Commission (the "Commission"). Such reports, proxy statements and other information filed by the Company with the Commission can be inspected and copied at the Commission's Public Reference Room at 450 Fifth Street, N.W., Washington, D.C. 20549, or at the public reference facilities of the regional offices in Chicago and New York. The addresses of these regional offices are as follows: 500 West Madison Street, Chicago, Illinois 60661, and 7 World Trade Center, 13th Floor, New York, New York 10048. Copies of such material also can be obtained by mail from the Public Reference Section of the Commission at 450 Fifth Street, N.W., Washington D.C. 20549, upon payment of the fees prescribed by the rules and regulations of the Commission. Reports, proxy statements, and other information concerning the Company may also be inspected at the offices of the New York Stock Exchange, Inc. at 20 Broad Street, New York, New York 10005 and at the offices of the Pacific Stock Exchange at 301 Pine Street, San Francisco, California 94104. The Company's Common Stock is listed on both exchanges. The Company has filed with the Commission a Registration Statement on Form S-3 under the Securities Act of 1933, as amended (the "Securities Act"), with respect to the securities offered by this Prospectus. This Prospectus does not contain all the information set forth in the Registration Statement and exhibits thereto. In addition, certain documents filed by the Company with the Commission have been incorporated in this Prospectus by reference. See "Incorporation of Certain Documents by Reference." Statements contained herein concerning the provisions of any document do not 4 purport to be complete and, in each instance, are qualified in all respects by reference to the copy of such document filed as an exhibit to the Registration Statement or otherwise filed with the Commission. Each such statement is subject to and qualified in its entirety by such reference. For further information with respect to the Company and the securities offered hereby, reference is made to the Registration Statement, including the exhibits thereto, and the documents incorporated herein by reference. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE There are hereby incorporated by reference in the Prospectus the following documents previously filed by the Company with the Commission pursuant to the 1934 Act: 1. Annual Report on Form 10-K for the fiscal year ended September 30, 1995. 2. Quarterly Report on Form 10-Q for the quarters ended December 31, 1995, March 31, 1996 and June 30, 1996. 3. Current Reports on Form 8-K filed on October 6, 1995, October 19, 1995, October 31, 1995, November 9, 1995, December 12, 1995, as amended by Amendment No. 2 on Form 8-K/A, filed May 7, 1996, January 29, 1996, March 15, 1996, as amended by Amendment No. 1 on Form 8-K/A, filed May 7, 1996, April 24, 1996, April 27, 1996 and July 25, 1996. All documents filed by the Company pursuant to Section 13(a), 13(c) 14 or 15(d) of the 1934 Act subsequent to the date of this Prospectus and prior to the termination of the offering of the securities offered hereby shall be deemed to be incorporated by reference in the Prospectus and to be part hereof from the date of filing of such documents. Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Prospectus to the extent that a statement contained herein or in any other subsequently filed document which also is or is deemed to be incorporated by reference herein modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Prospectus. The Company will provide without charge to each person to whom this Prospectus is delivered, upon the written or oral request of such person, a copy of any and all of the information that has been incorporated by reference in the Prospectus (not including exhibits to the information that is incorporated by reference unless such exhibits are specifically incorporated by reference into the information that this Prospectus 5 incorporates). Requests for such document shall be directed to SunAmerica Inc., 1 SunAmerica Center, Los Angeles, California 90067-6022, Attention: Vice President, Investor Relations (telephone) (310) 772-6000. THE COMPANY The Company is a diversified financial services company specializing in retirement savings products and services. At March 31, 1996, the Company held $34.37 billion of assets throughout its businesses, including $22.01 billion of assets on its balance sheet, $2.14 billion of assets managed in mutual funds and private accounts and $10.22 billion under custody in retirement trust accounts. Together, the Company's life insurance subsidiaries rank among the largest U.S. issuers of annuities. Complementing these annuity operations are the Company's asset management operations; its three broker/dealer subsidiaries, which the Company believes, based on industry data, represent the largest network of independent registered representatives in the nation; and its trust company, which provides administrative and custodial services to qualified retirement plans. Through these subsidiaries, the Company specializes in the sale of tax-deferred long- term savings products and investments to the expanding preretirement savings market. The Company markets fixed annuities and fee-generating variable annuities, mutual funds and trust services, as well as guaranteed investment contracts. The Company's products are distributed through a broad spectrum of financial services distribution channels, including independent registered representatives of the Company's broker/dealer subsidiaries, other unaffiliated broker/dealers, independent general insurance agents and other financial institutions. Since the beginning of fiscal 1996, the Company has made several acquisitions that have added a total of $4.7 billion in annuity reserves and enhanced its position in the financial institution and qualified teachers markets. On December 29, 1995, the Company purchased CalFarm Life Insurance Company, which on such date had approximately $645 million in annuity reserves. On February 29, 1996, the Company acquired Ford Life Insurance Company, which had annuity reserves of approximately $3.06 billion on such date and on April 1, 1996, purchased approximately $960 million in annuity reserves from the Central National Life Insurance Company of Omaha. On January 2, 1996, the Company purchased Houston-based broker-dealer Advantage Capital Corp., further strengthening its distribution network. This acquisition added more than 1,000 representatives to the Company's broker- dealer network, bringing its number of independent registered representatives 6 to approximately 6,600. The principal executive offices of the Company are located at 1 SunAmerica Center, Los Angeles, California 90067-6022, telephone number (310) 772-6000. USE OF PROCEEDS The Company will not receive any proceeds from the deferred compensation obligations registered hereby. The deferred compensation obligations are unsecured obligations of the Company to pay deferred compensation in the future in accordance with the terms of the SunAmerica Representatives' Deferred Compensation Plan.
CONSOLIDATED RATIOS OF EARNINGS TO FIXED CHARGES Nine Nine months months Years ended September 30, ended ended ----------------------------------------------------------- June 30, June 30, 1991 1992 1993 1994 1995 1995 1996 ---- ---- ---- ---- ---- ---- ---- (unaudited) Ratio of earnings to 2.7x 4.0x 6.1x 5.8x 5.8x 5.8x 5.2x fixed charges (which include dividends paid on preferred securities of grantor trusts and interest incurred on senior debt, but exclude interest incurred on fixed annuities, guaranteed investment contracts and trust deposits) Ratio of earnings to 1.1x 1.2x 1.4x 1.5x 1.5x 1.5x 1.5x fixed charges (which include dividends paid on preferred securities of grantor trusts and interest incurred on senior debt, fixed annuities, guaranteed investment contracts and trust deposits)
Description of the Deferred Compensation Plan The Company has adopted the Registered Representatives' Deferred Compensation Plan (the "Plan") which will be offered to eligible independent contractor registered representatives of the Company's broker/dealer 7 subsidiaries, which currently include Advantage Capital Corporation, Royal Alliance Associates, Inc. and SunAmerica Securities, Inc. (each a "Broker/Dealer Subsidiary" and collectively, the "Broker/Dealer Subsidiaries"). The purpose of the Plan is to (1) attract and retain individuals to become licensed with the Broker/Dealer Subsidiaries to market the financial products offered for sale by the Broker/Dealer Subsidiaries, and (2) assist in the Representatives' long range financial planning by offering an alternative for investing monthly commission and fee payments (collectively, the "Earnings") on a tax-deferred basis. Participation Enrollment in the Plan is on a voluntary basis once a registered representative of a Broker/Dealer Subsidiary becomes eligible. Representatives will be eligible to participate in the Plan on the first day of any month after the representative has been licensed with a Broker/Dealer Subsidiary for three full months unless determined to be eligible sooner by the President of the Broker/Dealer Subsidiary. Once a representative becomes eligible to participate, he or she will remain eligible to participate in the Plan until it is amended or terminated or until such representative is no longer affiliated with a Broker/Dealer Subsidiary. The Deferred Earnings Under the Plan, each Broker/Dealer Subsidiary will offer its respective representatives an opportunity to enter into agreements for the deferral of a specified percentage of such representatives' Earnings. Each representative participating in the Plan (a "Participant") will execute a Deferred Compensation Agreement (the "Agreement") and an Enrollment/Change Form which, collectively, will set forth the obligations of the Participant and the Company with respect to the Plan. The Company shall have the sole obligation to pay to the Participant the Earnings deferred under the Plan. The Company's obligation will be a general unsecured obligation to pay to the Participants the deferred Earnings, with the adjustments provided for by the Plan, in the future in accordance with the terms of the Plan. Such obligation will rank pari passu with other unsecured and unsubordinated indebtedness of the Company from the time outstanding. The amount of Earnings to be deferred by each Participant will be determined in accordance with the Plan, based on the election by each Participant. Participants may elect to defer from 1% to 100% of his or her respective Earnings. Each Participant may change the amount of Earnings to 8 be deferred one time per calendar year. However, a Participant may reduce his or her deferral amount to zero at any time during the year, which change will become effective as soon as is administratively possible but thereafter Participant may not defer any Earnings under the Plan for 12 full months. The Company will create a deferral account (the "Account") for each Participant. The Account is solely for purposes of determining the value of the deferred Earnings. A Participant's deferred Earnings will be credited to that Participant's Account within three business days of the date the Earnings otherwise would have been paid. Earnings in the Account will be indexed to one or more investment options individually selected by each Participant from a list of available investment media (the "Valuation Funds"). The value of each Participant's Account will be adjusted to reflect the investment experience, whether positive or negative, of the Valuation Fund(s) selected by the Participant. Participants may change the Valuation Fund(s) used to measure the value of the Account four times per year. Because the value of the Account and therefore the deferred Earnings will vary with the investment experience of the Valuation Fund(s) selected by Participant, participation in the Plan entails investment risk which will be borne solely by Participant. The Company does not guarantee the investment performance of the Valuation Fund(s). As for any Participant who participated in the Royal Alliance Deferred Compensation Plan, the value of all monies deferred thereunder ("Prior Deferrals") will be transferred to Participant's Deferral Account under the Plan. All elections made by Participant at the time of enrollment in the Plan will apply to such Prior Deferrals and all Prior Deferrals will be subject to the terms and conditions of the Plan. The currently available Valuation Funds are the following retail mutual funds: the SunAmerica Money Market Fund, the SunAmerica U.S. Government Securities Fund, the SunAmerica Balanced Assets Fund and the SunAmerica Small Company Growth. Each Valuation Fund's investment objective is stated below: (1) The SunAmerica Money Market Fund seeks high current income consistent with liquidity and stability by investing primarily in high quality money market instruments. (2) The SunAmerica U.S. Government Securities Fund seeks high current income by investing primarily in fixed income securities. (3) The SunAmerica Balanced Assets Fund seeks to conserve principal by maintaining a balanced portfolio of stocks and bonds. 9 (4) The SunAmerica Small Company Growth Fund seeks capital appreciation by investing primarily in equity securities. The Company reserves the right to terminate the availability of any Valuation Fund and add additional Valuations Funds at any time. Participants do not have any right, title or interest in or to any funds in the Account. All funds in the Account shall continue to be part of the general funds of the Company and Participants shall have no property interest therein or in any Valuation Funds or in any specific assets of the Company. Participant's right or the right of any other person to receive the value of the Account cannot be alienated, sold, assigned, pledged, encumbered or otherwise hypothecated, except by the laws of decent or as otherwise permitted by the terms of the Plan. All Earnings deferred under the Plan will be on a tax deferred basis. Participant will have taxable ordinary income for Federal income tax purposes equal to any amount received. The obligation of the Company to pay to each Participant the value of the Account is not convertible into any other security of the Company. The obligation will not have the benefit of a negative pledge or any other affirmative or negative covenant on the part of the Company. Payment of Deferred Earnings The Account is not subject to redemption, in whole or in part, prior to the payment date selected by Participant, except upon termination of the independent contractor relationship with the Broker/Dealer Subsidiary, upon the death, disability or retirement of Participant, or at the option of the Company or the Broker/Dealer Subsidiaries. The Account will be paid out in ten annual installments unless Participant selects an optional payment schedule. If (1) Participant's independent contractor relationship with the Broker/Dealer Subsidiaries is terminated; (2) Participant dies; or (3) the value of the Deferral Account is $3500 or less at the time an event giving rise to the right of distribution occurs, then the Account will be paid out in a lump sum. Each Participant may designate a beneficiary to receive distributions from the Account in the event of Participant's death. The Company shall have the full right to set-off any obligation of a Participant owing to the Company or any Broker/Dealer Subsidiary against amounts owing to Participant under the Plan. Amendment and Termination The Company reserves the right to amend or terminate the Plan at any time, with or without notice. No amendment or termination will adversely 10 affect the right of a Participant to receive the value of his or her Account as of such amendment or termination. Administration A management committee (the "Committee") will be created to administer the Plan to Participants. The Committee will be comprised of any five (5) officers of the Company as selected or any Vice Chairman of the Company. The Committee shall interpret and administer the Plan and the Agreement. The Committee's interpretations and constructions shall be binding and conclusive on all persons for all purposes. Plan of Distribution The securities registered hereby will be offered by each of the Broker/Dealer Subsidiaries directly to its respective Participants. Such securities will not be offered through agents, underwriters or dealers. Legal Matters The validity of the Company's obligation under the Plan will be passed upon by Piper & Marbury L.L.P., Baltimore, Maryland. Experts The consolidated financial statements incorporated in this Prospectus by reference to the Annual Report on Form 10-K for the year ended September 30, 1995, have been so incorporated in reliance on the report of Price Waterhouse LLP, independent accountants, given on the authority of said firm as experts in auditing and accounting. PART II. INFORMATION NOT REQUIRED IN PROSPECTUS Item 14. Other Expenses of Issuance and Distribution. The following table sets forth the expenses in connection with the issuance and distribution of the securities being registered, other than underwriting discounts and commissions. All of the amounts shown are estimates, except the SEC registration fee. SEC registration fee $15,625.00 Photocopying and printing $ 5,000.00 Legal fees and expenses $10,000.00 Fees of accountants $ 5,000.00 Blue sky fees and expenses $ 5,000.00 Miscellaneous $ 1,375.00 Total $42,000.00 11 _____________ Item 15. Indemnification of Directors and Officers. Section 2-418 of the Maryland General Corporation law permits the indemnification of directors, offices, employees and agents of Maryland corporations. Article Eighth of the Company's Restated Articles of Incorporation, as amended and restated (the "Articles") authorizes the indemnification of directors and officers to the full extent required or permitted by the General Laws of the State of Maryland, now or hereafter in force, whether such persons are serving the Company, or, at its request, any other entity, which indemnification shall include the advance of expenses under the procedures and to the full extent permitted by law. Article Eighth of the Articles of Incorporation, as amended and restated, further provides that the foregoing rights of indemnification shall not be exclusive of any other rights to which those seeking indemnification may be entitled and that no amendment or repeal of Article Eighth shall apply to or have an effect on any right to indemnification provided thereunder with respect to acts or omissions occurring prior to such amendment or repeal. In addition, the Company's officers and directors are covered by certain directors' and officers' liability insurance policies maintained by the Company. Reference is made to section 2-418 of the Maryland General Corporation Law and Article Eighth of the Articles, which are incorporated herein by reference. Item 16. List of Exhibits. Exhibit 4.1 Form of Deferred Compensation Plan 4.2 Form of Deferred Compensation Agreement 5.1 Opinion of Piper & Marbury, L.L.P. 12.1 Statement re: Computation of ratio of earnings to fixed charges 23.1 Consent of Price Waterhouse LLP 23.2 Consent of Piper & Marbury, L.L.P. 24.1 Powers of Attorney for the Company Item 17. Undertakings. The undersigned registrants hereby undertake: (a)(1) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement: (i) To include any prospectus required by section 10(a)(3) of the Securities Act of 1933; (ii) To reflect in the prospectus any facts or events 12 arising after the effective date of this registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20 percent change in the maximum aggregate offering price set forth in the "Calculation of Registration Fee" table in the effective Registration Statement; (iii) To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement; provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed by the Company pursuant to section 13 or section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the registration statement. (2) That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. (3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering. (b) That, for purposes of determining any liability under the Securities Act of 1933, each filing of the Company's annual report pursuant to section 13(a) or section 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan's annual report pursuant to section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in this registration statement shall be deemed to be a new registration statement relating to the securities offered 13 thereby, and for the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. (c) Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons or the registrants pursuant to the provisions referred to in Item 15 of this registration statement, or otherwise, the registrants have been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act of 1933 and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrants of expenses incurred or paid by a director, officer or controlling person of the registrants in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrants will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act of 1933 and will be governed by the final adjudication of such issue. SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Los Angeles, State of California, on August 19, 1996. SUNAMERICA INC. By: /s/ Jay S. Wintrob Name: Jay S. Wintrob Title: Vice Chairman POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Eli Broad, Jay S. Wintrob and Susan L. Harris his or her true and lawful attorneys-in-fact and agents, each acting alone, with full powers of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any or all amendments to this Registration Statement, including pre-effective and post-effective amendments, as well as any related registration statement 14 (or amendment thereto) filed pursuant to Rule 462 promulgated under the Securities Act of 1933, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and think requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, and hereby ratifies and confirms all his or her said attorneys-in-fact and agents or any of them or his or her substitute or substitutes may lawfully do or cause to be done by virtue thereof. This Power of Attorney may be executed in multiple counterparts, each of which shall be deemed an original, but which, when taken together shall constitute one instrument. Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed below by the following persons in the capacities and on the date indicated. Signature Title Date /s/Eli Broad Chairman, President and August 19, 1996 Eli Broad Chief Executive Officer (Principal Executive Officer) /s/James R. Belardi Senior Vice President August 19, 1996 James R. Belardi (Principal Financial Officer) /s/Scott L. Robinson Senior Vice President and August 19, 1996 Scott L. Robinson Controlling (Principal Accounting Officer) /s/Ronald J. Arnault Director August 19, 1996 Ronald J. Arnault /s/Karen Hastie-Williams Director August 19, 1996 Karen Hastie-Williams /s/David O. Maxwell Director August 19, 1996 David O. Maxwell /s/Barry Munitz Director August 19, 1996 Barry Munitz /s/Lester Pollack Director August 19, 1996 Lester Pollack /s/ Carl E. Reichardt Director August 19, 1996 Carl E. Reichardt /s/Richard D. Rohr Director August 19, 1996 Richard D. Rohr /s/Sanford C. Sigoloff Director August 19, 1996 Sanford C. Sigoloff /s/Harold M. Williams Director August 196, 1996 Harold M. Williams 15 EXHIBIT INDEX Exhibit 4.1 Form of Deferred Compensation Plan 4.2 Form of Deferred Compensation Agreement 5.1 Opinion of Piper & Marbury L.L.P. 12.1 Statement re: Computation of ratio of earnings to fixed charges 23.1 Consent of Price Waterhouse LLP 23.2 Consent of Piper & Marbury L.L.P. (included with Exhibit 5.1) 24.1 Powers of Attorney for the Company (included on signature pages) EX-2 2 16 EXHIBIT 4.1 Registered Representatives' Deferred Compensation Plan Effective____________, 1996 Section 1. Establishment and Purpose 1.1 The Company has established, effective______________, an unfunded deferred compensation plan, the Registered Representatives' Deferred Compensation Plan, for the benefit of those individuals who act as registered representatives of the Company's broker-dealer subsidiaries. 1.2 The purpose of the deferred compensation plan is to attract and retain individuals to become licensed members with a Broker-Dealer Subsidiary and to assist in such individuals' long-range financial planning by offering an alternative for investing monthly commissions and fee payments. Section 2. Definitions 2.1 As used herein the following terms shall have the meanings set forth below: "Beneficiary" means the person or persons designated as such in accordance with Section 8 below. "Broker-Dealer Subsidiary" means the following broker-dealer subsidiaries of the Company: Royal Alliance Associates, Inc., SunAmerica Securities, Inc., and Advantage Capital Corporation, and any additional broker-dealer subsidiaries which the Company adds to this Plan by resolution of its board of directors. "Company" means SunAmerica Inc. "Deferral Account" means a bookkeeping entry maintained by the Company merely for the purposes of recordkeeping and recording the unsecured contractual obligation of the Company with respect to a Representative participating in the Plan. "Deferred Benefit" means the amount of money owing to Representative at such time as Representative receives a distribution under this Plan and will be equal to the value of the Deferral Account, as determined in accordance with Section 5 below. "Earnings" means the commission and/or advisory fee payments which a Representative is entitled to receive from a Broker-Dealer Subsidiary. "Optional Distribution Date" means the date selected by Representative in accordance with Section 6 below. "Representative" means any individual holding his or her broker's license with a Broker-Dealer Subsidiary. "Retirement" means such time as Representative ceases to be registered as a broker with any regulatory authority. "Plan" means this Registered Representatives' Deferred Compensation Plan. "Plan Administrator" means the respective individual or individuals responsible for administering the Plan at the Broker-Dealer Subsidiary with which any given Representative holds his or her broker's license. "Termination Event" means, with respect to any individual Representative, the occurrence of any event described in Section 6 below. "Termination Valuation Date" means the Valuation Date which is the 17 last business day of a calendar month at least 30 days after Termination Event, except that (a) with respect to the death of the Representative, the Termination Valuation Date shall be calculated from such point in time as the respective Broker-Dealer Subsidiary with which the deceased Representative held his or her broker's license receives due proof of death of such Representative and (b) with respect to a Representative who accepts employment with or otherwise establishes a contractual relationship with a competitor of the Company or any Broker-Dealer Subsidiary, the Termination Valuation Date shall be calculated from such point in time as the respective Broker-Dealer Subsidiary with which such Representative held his or her broker's license learns of such employment or contractual relationship. "Valuation Date" means any date the United States financial markets are open for which a Representative's Deferral Account is required to be valued for any purpose. "Valuation Funds" means one or more mutual funds designated as available under the Plan by the Committee from time to time. 2.2 As used herein, the term Representative shall also apply to any cash-basis corporate entity which is entitled to receive advisory fee- based payments from a Broker-Dealer Subsidiary (a "Corporate Representative"), the shares of which are owned principally by an individual holding his or her current broker's license with a Broker-Dealer Subsidiary (an "Individual Representative"). Such Corporate Representative must make a separate election to participate in this Plan. However, such Corporate Representative's ability to participate initially or at any time thereafter shall be, at all times, subject to the Individual Representative's participation in this Plan. Accordingly, by way of example and not limitation, if a Termination Event occurs with respect to the Individual Representative, a Termination Event shall be deemed to have occurred with respect to the Corporate Representative. Section 3. Eligibility for Participation. Each Representative will be eligible to participate in this Plan on the first day of any month after Representative has been licensed with a Broker-Dealer Subsidiary for three (3) full months unless the President of the Broker-Dealer Subsidiary with which such Representative holds his or her broker's license determines that such Representative will be able to participate on an earlier date. Once a Representative becomes eligible to participate, he or she will remain eligible until this Plan is amended or terminated or until the occurrence of a Termination Event. Section 4. Election to Defer. 4.1 Enrollment in this Plan is on a voluntary basis once a Representative becomes eligible. Enrollment will be effective as of the first day of the month following receipt by the Plan Administrator, in accordance with Section 9 below, of a Deferred Compensation Agreement and an Enrollment/Change Form, pursuant to which Representative will elect the amount of Earnings to be deferred and the method of distribution of such deferred Earnings. 4.2 Each participating Representative will determine the amount of Earnings to be deferred, up to 100%, in whole percent increments. The deferred Earnings will be deducted from each semi-monthly Earnings payment. 4.3 Participating Representatives may make changes to the amount of Earnings to be deferred. Changes by participating Representatives as to the amount of Earnings to be deferred will take effect at the beginning of the next calendar year provided the appropriate paperwork is received at least 30 business days before the beginning of such calendar year. All deferral elections must remain in effect for one full calendar year; provided, however, that a participating Representative may reduce the deferral amount to zero at any time during the year after participation in the Plan for three full months, which change will become effective as soon as is administratively possible. If Representative elects to reduce the deferral amount to zero, such Representative may not participate in this Plan for the next 12 calendar months and must thereafter complete the necessary paperwork to enroll in this Plan again. Section 5. Valuation of Deferred Earnings. 18 5.1 The Company will establish and maintain a Deferral Account for each Representative participating in this Plan. All deferred Earnings will be credited to the Representative's Deferral Account within three business days of the date the Earnings otherwise would have been paid. 5.2 If any Representative participated in the Royal Alliance Representatives' Deferred Compensation Plan, the value of all monies deferred thereunder ("Prior Deferrals") will be transferred to such Representative's Deferral Account within 30 days of enrolling in this Plan. All elections made by such Representative at the time of enrollment in this Plan will apply to such Prior Deferrals and all Prior Deferrals will be subject to the terms and conditions of this Plan. 5.3 Each Representative must elect the Valuation Fund(s) which will be used to measure the value of his or her Deferral Account. Amounts held in the Deferral Account will be treated as though invested in such Valuation Fund(s) and adjustments to the value of the Deferral Account will be made in accordance with Section 5.4 below. However, the Company is not required to make investments in the Valuation Funds. Deferred Earnings must be allocated to the Valuation Fund(s) in whole percent increments of at least 5%. 5.4 The value of each participating Representative's Deferral Account shall be adjusted to reflect the investment experience of the Valuation Fund(s) elected by such Representative, whether positive or negative (including dividends and capital gains and losses), as if the Deferral Account had been invested in such Valuation Fund(s). Thus, if the Valuation Fund(s) so selected by Representative increases in value, the Deferral Account will be correspondingly increased, and if the Valuation Fund(s) so selected by Representative decreases in value, the Deferral Account will be correspondingly decreased. Dividends declared and paid by the Valuation Fund(s) shall be treated as reinvested in accordance with the reinvestment policies of such Valuation Fund(s). 5.5 Representatives may change the Valuation Fund(s) against which the value of his or her Deferral Account will be indexed by completing the necessary forms. Changes may be made with regard to new Earnings coming into the Deferral Account or to existing Earnings in the Deferral Account. Any modification will be effective on the first day of the calendar quarter which begins at least 15 days after the paperwork is received. 5.6 There shall be charged against each Representative's Deferral Account any payments made to the Representative or his or her Beneficiary in accordance with Sections 6 and 8 below. 5.7 Participating Representatives will be provided, on a semi- annual basis, a statement of account which indicates the value of such Representative's Deferral Account and the currently selected Valuation Fund(s) used to measure the value of the Deferral Account. 5.8 The currently available Valuation Funds are identified on Schedule 1 to this Plan. The Company reserves the right to terminate the availability of any Valuation Fund and add additional Valuation Funds at any time. Section 6. Distribution of Deferred Benefit. 6.1 Upon the occurrence of the earliest Termination Event, a Deferred Benefit will be paid to Representative or his or her Beneficiary, as the case may be. The Termination Events are: (a) Representative's death; (b) Representative's permanent disability; (c) Termination of Representative's independent contractor relationship with the Broker-Dealer Subsidiary for any reason; (d) Representative's Retirement; or (e) Attainment of the Optional Distribution Date, if one is selected by Representative. 6.2 If selected, the Optional Distribution Date must be the first day of a calendar quarter which is at least four years after Representative begins deferring money under this Plan. The Optional Distribution Date must 19 be selected at the time of enrollment and once the election is made it can not be changed. 6.3 The Deferred Benefit will be paid out in ten annual installments unless the Representative selects, at the time of enrollment, an Optional Distribution Schedule. If an Optional Distribution Schedule is selected, it can not be changed. The Optional Distribution Schedules available include: (a) Annual installments over a period of five (5) years; (b) Annual installments over a period of three (3) years; and (c) A lump sum. 6.4 If Representative's Deferred Benefit is payable in installments, the Deferred Benefit shall be paid out in ten annual installments, or such lesser number of installments as selected by Representative. The amount to be paid in each installment shall be the value of the Deferral Account as of the Valuation Date multiplied by a fraction, the numerator of which is one (1) and the denominator of which is the number of installment payments remaining. The initial payment shall be made within 60 days of the Valuation Date. All subsequent installment payments shall be made within the first four weeks of each calendar year thereafter until the Deferred Benefit has been fully paid. As used in this section, the Valuation Date for the first installment shall be the Termination Valuation Date and for each installment thereafter, the last Valuation Date of the calendar year which precedes the year of payment. 6.5 Participating Representatives will be required to take a lump sum distribution of the Deferred Benefit if such Representative accepts employment or otherwise establishes a contractual relationship with a competitor of the Company or any Broker-Dealer Subsidiary. The amount of the Deferred Benefit shall be determined as of the Termination Valuation Date and paid within 60 days thereof. 6.6 Participating Representatives will be required to take a lump sum distribution of the Deferred Benefit if, for any reason, the Broker- Dealer Subsidiary with which such Representative holds his or her broker's license terminates the independent contractor relationship between such Representative and Broker-Dealer Subsidiary. The amount of the Deferred Benefit shall be determined as of the Termination Valuation Date and paid within 60 days thereof. 6.7 Notwithstanding anything else contained herein, participating Representatives will be required to take a lump sum distribution of the Deferred Benefit upon the occurrence of a Termination Event if the value of the Deferral Account on the Termination Valuation Date is $3500 or less. The amount of the Deferred Benefit shall be determined as of the Termination Valuation Date and paid within 60 days thereof. 6.8 Following receipt of the entire Deferred Benefit, participating Representatives shall not be entitled to any rights under this Plan. Section 7. Financial Hardship Distribution. In the event of an unforeseeable emergency, Representative or his or her Beneficiary may apply through the Plan Administrator for a hardship withdrawal. The application will be reviewed by a committee of some combination of the Chairman, President, Executive Vice President(s) and Senior President(s) of the Broker- Dealer Subsidiary with which such Representative holds his or her broker's license. If such application for hardship withdrawal is approved, the Company shall pay to Representative or Representative's Beneficiary such value as is reasonably necessary to meet the hardship needs, including provision for taxes on the emergency distribution, in an amount not to exceed the Deferred Benefit. For purposes of this Plan, hardship withdrawals require that Representative or Representative's Beneficiary have an immediate and heavy unanticipated financial emergency and that the withdrawal be necessary to meet such emergency need. Such hardship must be beyond the control of Representative or Representative's Beneficiary and Representative or Representative's Beneficiary must not be able to meet such needs by other financial resources available. If Representative takes a hardship withdrawal under this Plan, he or she may not defer any Earnings under this Plan for a period of one year from the date of the withdrawal, after which time 20 Representative must re-enroll in this Plan in order to commence deferring Earnings again. Section 8. Beneficiary Designation and Survivor Benefits. 8.1 Each Representative may designate any person or persons as Beneficiary or Beneficiaries to receive distribution(s) under this Plan in the event of Representative's death prior to complete distribution to Representative of the Deferred Benefit due under this Plan. Beneficiaries must be designated on the Enrollment/Change Form at any time prior to Representative's death. 8.2 In the absence of an effective Beneficiary designation by Representative, the entire undistributed Deferred Benefit will be paid in a lump sum payment equal to the value of the Representative's Deferral Account determined as of the Termination Valuation Date, within 60 days thereof to Representative's estate. 8.3 If a Representative dies prior to receiving any portion of the Deferred Benefit, Representative's Beneficiary will be paid a lump sum payment equal to the value of the Representative's Deferral Account determined as of the Termination Valuation Date, within 60 days thereof. 8.4 If a Representative dies after becoming eligible to receive the Deferred Benefit but prior to receiving the entire benefit, the remaining Deferred Benefit will be paid a lump sum payment equal to the value of the Representative's Deferral Account determined as of the Termination Valuation Date, within 60 days thereof. Section 9. Plan Administration. 9.1 This Plan will be administered by a Management Committee (the "Committee"). The Committee will be comprised of any five (5) officers of the Company as selected by any Vice Chairman of the Company. The Committee shall interpret and administer this Plan in accordance with its terms. The Committee's interpretations and constructions shall be binding and conclusive on all persons for all purposes. 9.2 Representatives may obtain any necessary form(s) by request to the Plan Administrator. All forms and agreements and any other necessary documents must be properly executed and delivered to the Plan Administrator within the specified time limitations in order to be effective. Section 10. Nature of Company's Obligation. 10.1 The Company's obligation under this Plan shall be an unfunded and unsecured promise to pay. The Company shall not be obligated under any circumstances to fund its financial obligations under this Plan. 10.2 The obligation to pay to participating Representatives the deferred Earnings, with such adjustments as are provided for herein, shall be carried on the books of the Company as an unsecured debt. The balance at any time in the Deferral Account is not held in trust for Representative, and neither Representative, his or her estate or personal representative(s), nor his or her beneficiaries shall have any right, title or interest in or to any funds in the Deferral Account, which is established by the Company merely for the purpose of recording such unsecured contractual obligation. All funds in the Deferral Account shall continue to be part of the general funds of the Company, and neither the Representative, his or her estate or personal representative(s), nor his or her beneficiaries shall have any property interest in any specific assets of the Company. Each Representative participating in this Plan is considered a general creditor of the Company and his or her only claim is against the general assets of the Company. 10.3 Notwithstanding anything to the contrary contained herein, the Company may at any time transfer assets to a trust for purposes of paying all or any part of its obligations under this Plan. However, to the extent provided in the trust only, such transferred amounts shall remain subject to the claims of general creditors of the Company. To the extent assets are held in a trust when a Representative's Deferred Benefit becomes payable, the Company shall direct the trustee to pay such benefit to Representative from the assets of the trust. 21 Section 11. Miscellaneous. 11.1 Except as set forth herein, no right to receive any Deferred Benefit shall be subject to anticipation, alienation, sale, assignment, pledge, hypothecation, encumbrance or charge, and any attempt to anticipate, alienate, sell, assign, pledge, hypothecate, encumber or charge the same will be void; provided, however, a Representative may assign his or her right to receive a Deferred Benefit to a revocable living trust set-up by such Representative. No right under this Plan shall in any manner be liable for or subject to any debts, contracts, liabilities or torts of the person entitled to such rights. 11.2 Taxes and Withholdings. (a) Any payment of a Deferred Benefit hereunder will be subject to withholding of all applicable taxes. (b) If the whole or any part of any Deferral Account shall become liable for the payment of any estate, inheritance, income, or other tax which the Company shall be required to pay, or is otherwise attached for the payment of amounts owing by Representative, the Company shall have the full power and authority to pay such obligation out of any monies or other property in its hand for the account of Representative whose interests hereunder are so liable. The Company shall provide Representative notice of such payment. Prior to making any payment, the Company may require such releases or other documents from any lawful taxing authority as it shall deem necessary. 11.3. In addition to any other rights of set off the Company or any Broker-Dealer Subsidiary might have, the Company shall have the right, without prior notice, to set off any obligation of a participating Representative owing to the Company or any Broker-Dealer Subsidiary against amounts owing to Representative under the terms of this Plan. 11.4 Nothing in this Plan is intended to (a) limit in any way the right of any Broker-Dealer Subsidiary to terminate a Representative's contractor relationship with Broker-Dealer Subsidiary; or (b) otherwise create any employment relationship between the Representative and any Broker- Dealer Subsidiary or the Company. 11.5 The Company expects to continue this Plan but is not obligated to do so. The Company reserves the right to amend, modify or terminate this Plan at any time, or from time to time, in whole or in part, for any reason (including, without limitation, a change, or an impending change, in the applicable laws of the United States or any State). If this Plan is amended, modified or terminated, the Committee shall be notified of such action in writing executed by a duly authorized officer of the Company, and thereafter this Plan shall be so amended, modified or terminated at the time therein set forth. Any amendment, modification or termination of this Plan shall be binding on Representative, but in no event may such amendment, modification or termination reduce the amounts credited at that time to Representative's Deferral Account. Upon termination of this Plan, the Deferral Accounts shall either be paid in a lump sum immediately, or distributed in some other manner consistent with this Plan, as determined by the Committee in its sole direction. 11.6 In the event any provision of this Plan is held invalid, void or unenforceable, the same shall not affect the validity of any other provision of this Plan. 11.7 This Plan shall be governed by and construed in accordance with the laws of the state of California. 22 SCHEDULE 1 VALUATION FUNDS SunAmerica Money Market Fund SunAmerica U.S. Government Securities Fund SunAmerica Balanced Assets Fund SunAmerica Small Company Growth Fund EX-2 3 23 EXHIBIT 4.2 DEFERRED COMPENSATION AGREEMENT ------------------------------- This Deferred Compensation Agreement ("Agreement") is entered into as of ____________________________ , by and between SUNAMERICA INC. (the "Company"), ______________________________ , ("Broker-Dealer"), and ___________________ ("Representative"). The Company has established, in conjunction with Broker-Dealer, the Registered Representatives' Deferred Compensation Plan (the "Plan") pursuant to which Broker-Dealer's registered representatives may elect to defer receipt of some or all of the commission and fee payments such registered representatives are entitled to receive. In consideration of the mutual agreements herein contained, the parties hereby agree as follows: Section 1. The Plan. The deferral of compensation elected by Representative hereunder is pursuant to the Plan, a copy of which Representative has received and the terms of which are incorporated herein by reference. Capitalized terms used herein which are not defined are used with the meanings provided for in the Plan. Section 2. Amount of Deferral. 2.1 Representative expects to be entitled to receive Earnings from time to time from Broker-Dealer. Representative shall have the opportunity, from time to time, to elect to defer the receipt of some or all of such Earnings to which Representative may become entitled, pursuant to the Plan. The obligation to pay such deferred Earnings shall be that of the Company. 2.2 Pursuant to the terms of the Plan, Representative may defer up to 100% of future Earnings, by executing this Agreement and completing an Enrollment/Change Form to enroll in the Plan. The election shall remain in effect until and unless modified as described below. 2.3 Representative may modify the percentage of Earnings he or she has elected to defer in accordance with the provisions of the Plan. All deferral elections must remain in effect for at least one full calendar year; provided, however, that a participating Representative may reduce the deferral amount to zero at any time during the year after participation in the Plan for three full months, which change will become effective as soon as is administratively possible. If Representative elects to reduce the deferral amount to zero, such Representative may not participate in the Plan for the next 12 calendar months and must thereafter complete the necessary paperwork to re-enroll in the Plan. Each modification shall continue in effect until changed by a further modification. Section 3. Deferral Account. 3.1 The obligation to pay to Representative the amount deferred, with the adjustments provided for in the Plan, shall be carried on the books of the Company as an unsecured debt (the "Deferral Account"). The balance at any time in the Deferral Account is not held in trust for Representative, and neither Representative, his or her estate or personal representative(s) nor his or her beneficiaries shall have any right, title or interest in or to any funds in the Deferral Account, which is established by the Company merely for the purpose or recording such unsecured contractual obligation. All funds in the Deferral Account shall continue to be part of the general funds of the Company. 3.2 Each Representative must elect the Valuation Fund(s) which will be used to measure the value of his or her Deferral Account. Amounts held in the Deferral Account will be treated as though invested in such Valuation Fund(s) and adjustments to the value of the Deferral Account will be made in accordance with the Plan. Representative may change the Valuation Fund(s) against which the value of the Deferral Account will be indexed in accordance with the terms of the Plan. The Company is not required to make investments in the Valuation Funds. 24 3.3 Deferral of Earnings pursuant to the Plan shall cease at the earlier of: (a) the occurrence of a Termination Event; (b) the beginning of the year selected by Representative as the Optional Distribution Date; or (c) the date Company determines that deferrals must be suspended or the Plan or this Agreement must be terminated. All deferred Earnings will be paid out in accordance with the terms of the Plan. Section 4. General Provisions. 4.1 Representative may obtain any necessary form(s) by request to the Plan Administrator. All forms and agreements and any other necessary documents must be properly executed and delivered to the Plan Administrator within the specified time limitations in order to be effective. 4.2 Representative may designate a beneficiary or beneficiaries to receive distribution(s) from the Deferral Account after the death of Representative. Any person designated as a beneficiary shall be without rights or interests until following Representative's death, and then only in accordance with the Plan. 4.3 The Company shall have the right at any time to transfer its obligations under the Plan to any affiliated entity without Representative's consent. 4.4 Nothing in Plan is intended to (a) limit in any way the right of Broker-Dealer to terminate Representative's contractor relationship with Broker-Dealer; or (b) otherwise create any employment relationship between the Representative and Broker-Dealer or the Company. 4.5 This Agreement shall be binding upon and inure to the benefit of the Company and Broker-Dealer, their respective successors and assigns and Representative, his or her heirs, executors, administrators and legal representatives. 4.6 This Agreement and the Plan express the entire Agreement of the parties, and all promises, representations, understandings, arrangements and prior agreements are merged herein and superseded hereby. 4.7 If any of the provisions of this Agreement should be held to be invalid, the remainder of this Agreement shall not be affected thereby. 4.8 This Agreement shall be governed by and construed in accordance with the laws of the state of California. IN WITNESS WHEREOF, the Company, Broker-Dealer and Representative have executed this Agreement as of the day and year first written above. SUNAMERICA INC. By: ___________________________________ "Broker-Dealer" ____________________________________________ By: ___________________________________ Representative acknowledges having received a current prospectus for the Plan and for each of the Valuation Funds currently available and agrees to abide by all of the terms and conditions of the Plan. REPRESENTATIVE: Name: ________________________________________ (Please print) Signature: ________________________________ EX-3 4 25 EXHIBIT 5.1 August 16, 1996 SunAmerica Inc. 1 SunAmerica Center Century City Los Angeles, California 90067-6022 RE: Registration Statement on Form S-3 ---------------------------------- Ladies and Gentlemen: We have acted as Maryland counsel to SunAmerica Inc. (the "Corporation") in connection with its Registration Statement on Form S-3 filed with the Securities and Exchange Commission (the "Commission") relating to up to $50,000,000 of deferred compensation obligations ("Obligations") of the Company which are issuable under the Registered Representatives' Deferred Compensation Plan (the "Plan"). We have reviewed the Charter and By-Laws of the Corporation, the Registration Statement and the proceedings heretofore taken by the Corporation in connection with the authorization of the Plan and the Obligations. In addition, we have examined such other documents, instruments and matters of law as we have deemed necessary to the rendering of the opinions expressed below. Based on the foregoing, we are of the opinion that: 1. The Company has been duly incorporated and is validly existing under the laws of the State of Maryland. 2. The Obligations have been duly authorized for issuance, and when issued in accordance with the terms and conditions set forth in the Plan, will be validly issued. We hereby consent to the filing of this opinion as Exhibit 5 to the Registration Statement and to the reference to our firm in the Registration Statement. Very truly yours, EX-4 5 26
EXHIBIT 12.1 SUNAMERICA INC. COMPUTATION OF EARNINGS TO FIXED CHARGES (FIXED CHARGES INCLUDE DIVIDENDS PAID ON PREFERRED SECURITIES OF GRANTOR TRUSTS AND INTEREST INCURRED ON SENIOR DEBT, BUT EXCLUDE INTEREST INCURRED ON FIXED ANNUITIES, GUARANTEED INVESTMENT CONTRACTS AND TRUST DEPOSITS) Nine Nine months months Years ended September 30, ended ended --------------------------------------------------------------------- June 30, June 30, 1991 1992 1993 1994 1995 1995 1996 -------- -------- -------- -------- -------- -------- - -------- (In thousands, except ratios) (unaudited) Earnings: Pretax income $ 73,381 $111,091 $184,011 $240,001 $279,606 $199,653 $289,484 -------- -------- -------- -------- -------- -------- - -------- Add: Interest incurred on: Senior indebtedness 33,072 33,224 36,246 50,292 55,985 41,031 53,112 Subordinated notes 10,473 3,941 -- -- -- -- -- -------- -------- -------- -------- -------- -------- - -------- Total interest incurred 43,545 37,165 36,246 50,292 55,985 41,031 53,112 -------- -------- -------- -------- -------- -------- - -------- Dividends paid on preferred securities of grantor trusts -- -- -- -- 1,673 364 15,064 -------- -------- -------- -------- -------- -------- -------- Total earnings $116,926 $148,256 $220,257 $290,293 $337,264 $241,048 $357,660 ======== ======== ======== ======== ======== ======== ======== Fixed charges: Interest incurred on: Senior indebtedness $ 33,072 $ 33,224 $ 36,246 $ 50,292 $ 55,985 $ 41,031 $ 53,112 Subordinated notes 10,473 3,941 -- -- -- -- -- -------- -------- -------- -------- -------- -------- -------- Total interest incurred 43,545 37,165 36,246 50,292 55,985 41,031 53,112 Dividends paid on preferred securities of grantor trusts -- -- -- -- 1,673 364 15,064 -------- -------- -------- -------- -------- -------- -------- Total fixed charges $ 43,545 $ 37,165 $ 36,246 $ 50,292 $ 57,658 $ 41,395 $ 68,176 ======== ======== ======== ======== ======== ======== ======== Ratio of earnings to fixed charges (which include dividends paid on preferred securities of grantor trusts and interest incurred on senior debt, but exclude interest incurred on fixed annuities, guaranteed investment contracts and trust deposits) 2.7x 4.0x 6.1x 5.8x 5.8x 5.8x 5.2x ======== ======== ======== ======== ======= ======== ========
EX-5 6 27
EXHIBIT 12.1 (CONTINUED) SUNAMERICA INC. RATIO TO EARNINGS TO FIXED CHARGES (FIXED CHARGES INCLUDE DIVIDENDS PAID ON PREFERRED SECURITIES OF GRANTOR TRUSTS AND INTEREST INCURRED ON SENIOR DEBT, FIXED ANNUITIES, GUARANTEED INVESTMENT CONTRACTS AND TRUST DEPOSITS) Nine Nine months months Years ended September 30, ended ended -------------------------------------------------------------------- June 30, June 30, 1991 1992 1993 1994 1995 1995 1996 -------- -------- -------- -------- -------- -------- -------- (In thousands, except ratios) (unaudited) Earnings: Pretax income $ 73,381 $111,091 $184,011 $240,001 $279,606 $199,653 $289,484 -------- -------- -------- -------- -------- -------- -------- Add: Interest incurred on: Fixed annuity contracts 411,084 362,094 308,910 254,464 258,730 190,284 284,576 Guaranteed investment contracts 124,381 140,114 136,984 150,424 213,340 151,776 185,782 Trust deposits -- 4,256 8,438 8,516 10,519 7,901 7,585 Senior indebtedness 33,072 33,224 36,246 50,292 55,985 41,031 53,112 Subordinated notes 10,473 3,941 -- -- -- -- -- -------- -------- -------- -------- -------- -------- -------- Total interest incurred 579,010 543,629 490,578 463,696 538,574 390,992 531,055 -------- -------- -------- -------- -------- -------- -------- Dividends paid on preferred securities of grantor trusts -- -- -- -- 1,673 364 15,064 -------- -------- -------- -------- -------- -------- -------- Total earnings $652,391 $654,720 $674,589 $703,697 $819,853 $591,009 $835,603 ======== ======== ======== ======== ======== ======== ======== Fixed charges: Interest incurred on: Fixed annuity contracts $411,084 $362,094 $308,910 $254,464 $258,730 $190,284 $284,576 Guaranteed investment contracts 124,381 140,114 136,984 150,424 213,340 151,776 185,782 Trust deposits -- 4,256 8,438 8,516 10,519 7,901 7,585 Senior indebtedness 33,072 33,224 36,246 50,292 55,985 41,031 53,112 Subordinated notes 10,473 3,941 -- -- -- -- -- -------- -------- -------- -------- -------- -------- -------- Total interest incurred 579,010 543,629 490,578 463,696 538,574 390,992 531,055 Dividends paid on preferred securities of grantor trusts -- -- -- -- 1,673 364 15,064 -------- -------- -------- -------- -------- -------- -------- Total fixed charges $579,010 $543,629 $490,578 $463,696 $540,247 $391,356 $546,119 ======== ======== ======== ======== ======== ======== ======== Ratio of earnings to fixed charges (which include dividends paid on preferred securities of grantor trusts and interest incurred on senior debt, fixed annuities, guaranteed investment contracts and trust deposits) 1.1x 1.2x 1.4x 1.5x 1.5x 1.5x 1.5x ======== ======== ======== ======== ======== ======== ========
EX-6 7 28 EXHIBIT 23.1 CONSENT OF INDEPENDENT ACCOUNTANTS ---------------------------------- We hereby consent to the incorporation by reference in the Prospectus constituting part of this Registration Statement on Form S-3 of our report dated November 6, 1995 appearing on page F-2 of SunAmerica Inc.'s Annual Report on Form 10-K for the year ended September 30, 1995. We also consent to the incorporation by reference of our report on the Financial Statement Schedules, which appears on page S-2 of such Annual Report on Form 10-K. We also consent to the reference to us under the heading "Experts". PRICE WATERHOUSE LLP Los Angeles, California August 15, 1996 -----END PRIVACY-ENHANCED MESSAGE-----