-----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, KQqUpMvgPcbNmKT217STsJ8jYhxiwOQxtPdlDo89y8iReGBZaCoDXx77hvuYyG3y wuHJMmg8LeFO8tXrNsYs9A== 0000054727-96-000055.txt : 19960923 0000054727-96-000055.hdr.sgml : 19960923 ACCESSION NUMBER: 0000054727-96-000055 CONFORMED SUBMISSION TYPE: 424B3 PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19960920 SROS: NONE 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: 424B3 SEC ACT: 1933 Act SEC FILE NUMBER: 333-10523 FILM NUMBER: 96632913 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 424B3 1 424(B) PROSPECTUS 1 PROSPECTUS ========== SunAmerica Inc. --------------- $50,000,000 Deferred Compensation Obligations --------------------------------------------- Registered Representatives' Deferred Compensation Plan This prospectus relates to deferred compensation obligations of SunAmerica Inc. under the Registered 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 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 September 9, 1996. 2 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 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 2 3 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 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 to approximately 6,600. 3 4 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 Registered 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)
4 5 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 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 be deferred one time per calendar year, which will be effective the following 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. 5 6 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 Fund. 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. 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 Valuation 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 descent or as otherwise permitted by the terms of the Plan. 6 7 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 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. 7 8 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. 8 -----END PRIVACY-ENHANCED MESSAGE-----