-----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, CxsP1mArdrLsPddz/iB2W6oZccw2rSNEsSdgnNEos2UbBVjIji18lwhFJ0jULvt4 qQOjDABV0Kn4HvQe2RjGOg== 0000054727-96-000041.txt : 19960508 0000054727-96-000041.hdr.sgml : 19960508 ACCESSION NUMBER: 0000054727-96-000041 CONFORMED SUBMISSION TYPE: 8-K/A PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19950930 ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 19960507 SROS: NYSE SROS: PSE 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: 8-K/A SEC ACT: 1934 Act SEC FILE NUMBER: 001-04618 FILM NUMBER: 96557295 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 8-K/A 1 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ________________ FORM 8-K/A AMENDMENT NO. 2 CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED) NOVEMBER 10, 1995 SUNAMERICA INC. (EXACT NAME OF REGISTRANT AS SPECIFIED IN CHARTER) MARYLAND 1-4618 86-0176061 (STATE OR OTHER JURISDICTION (COMMISSION (IRS EMPLOYER OF INCORPORATION) FILE NUMBER) IDENTIFICATION NO.) 1 SUNAMERICA CENTER LOS ANGELES, CALIFORNIA 90067-6022 (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE) Registrant's telephone number, including area code (310) 772-6000 The undersigned registrant hereby amends the following items, financial statements, exhibits or other portions of its Current Report on Form 8-K, dated and filed on December 12, 1995 and amended on December 14, 1995, as set forth in the pages attached hereto: Item 7. Financial Statements, Pro Forma Financial Information and Exhibits Exhibit 99.3 - Pro Forma Unaudited Condensed Balance Sheet at September 30, 1995, giving effect to the proposed acquisition of Ford Life Insurance Company. Item 7. Financial Statements, Pro Forma Financial Information and Exhibits ------------------------------------------------------------------ (a) The financial statements of Ford Life Insurance Company ("Ford Life") are included herein as Exhibits 99.1 and 99.2 and include the following: Audited Financial Statements (Exhibit 99.1) Report of Independent Accountants Statement of Income and of Earnings Retained for Use in the Business for the Years Ended December 31, 1994, 1993 and 1992 Balance Sheet at December 31, 1994 and 1993 Statement of Stockholder's Equity for the Years Ended December 31, 1994, 1993 and 1992 Statement of Cash Flows for the Years Ended December 31, 1994, 1993 and 1992 Notes to Financial Statements Unaudited Interim Financial Statements (Exhibit 99.2) Report of Independent Accountants Condensed Statement of Income for the Nine Months Ended September 30, 1995 and 1994 Condensed Balance Sheet at September 30, 1995 and December 31, 1994 Condensed Statement of Cash Flows for the Nine Months Ended September 30, 1995 and 1994 Footnotes to Condensed Financial Statements (b) Unaudited Pro Forma Financial Information The unaudited pro forma condensed balance sheet set forth herein as Exhibit 99.3 gives effect to the acquisition of Ford Life as if it had occurred on September 30, 1995, the date of SunAmerica Inc.'s ("SunAmerica") most recently completed fiscal year end. The unaudited pro forma condensed income statement set forth herein as Exhibit 99.4 gives effect to the acquisition as if it had been consummated on October 1, 1994, the beginning of SunAmerica's most recently completed fiscal year. Item 7. Financial Statements, Pro Forma Financial Information and Exhibits ------------------------------------------------------------------ (Continued) ----------- Pro forma adjustments are based upon available information and certain assumptions that management of SunAmerica believes are reasonable in the circumstances. The unaudited pro forma consolidated financial information should be read in conjunction with the audited consolidated financial statements and related notes contained in SunAmerica's 1995 Annual Report on Form 10-K, and the audited financial statements and related notes and the unaudited interim financial statements and related notes pertaining to Ford Life contained elsewhere in this Current Report on Form 8-K. The acquisition is accounted for as a purchase in accordance with generally accepted accounting principles. Under purchase accounting, the total purchase price is allocated to the acquired assets and liabilities based on their fair values. Allocation of the purchase price is subject to valuations and other studies that are not complete. Accordingly, the final allocation may be different from the amounts reflected herein. However, management of SunAmerica does not believe such differences will be material. (c) Exhibits 10.1 Stock Purchase Agreement between The American Road Insurance Company and SunAmerica Inc., dated as of November 10, 1995 27.1 Financial Data Schedule for Ford Life Insurance Company (Period Ended December 31, 1994) 27.2 Financial Data Schedule for Ford Life Insurance Company (Period Ended September 30, 1995) 99.1 Audited Financial Statements and Report of Independent Accountants as of and for the Three Years Ended December 31, 1994, 1993 and 1992 for Ford Life Insurance Company 99.2 Unaudited Interim Financial Statements and Report of Independent Accountants as of and for the Nine Months Ended September 30, 1995 and 1994 for Ford Life Insurance Company 99.3 Pro Forma Unaudited Condensed Balance Sheet at September 30, 1995, giving effect to the proposed acquisition of Ford Life Insurance Company 99.4 Pro Forma Unaudited Condensed Income Statement for the year ended September 30, 1995, giving effect to the proposed acquisition of Ford Life Insurance Company SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. SUNAMERICA INC. Date: May 7, 1996 By: /s/ SCOTT L. ROBINSON ----------------------------- Scott L. Robinson Senior Vice President and Controller LIST OF EXHIBITS FILED ---------------------- Exhibit Number - ------- 99.3 Pro Forma Unaudited Condensed Balance Sheet at September 30, 1995, giving effect to the proposed acquisition of Ford Life Insurance Company. EX-99.3 2 SUNAMERICA INC. PRO FORMA CONDENSED BALANCE SHEET SEPTEMBER 30, 1995 (IN THOUSANDS - UNAUDITED)
Historical financial information as reported Pro forma adjustments -------------------------- ----------------------------- Elimination of Purchase SunAmerica Ford Life Ford Life's credit accounting Pro forma At 9/30/95 At 9/30/95 life business adjustments combined ---------- ---------- ------------- ----------- ---------- Assets Investments $10,808,959 $ 3,093,660 $ (31,327) $ (172,500) (1) $13,698,792 Variable annuity assets 5,263,006 - - - 5,263,006 Deferred acquisition costs 526,415 156,677 (27,555) 3,793 (2) 659,330 Other assets 245,787 193,431 (148,334) - 290,884 ----------- ----------- ------------- ---------- ----------- Total assets $16,844,167 $ 3,443,768 $ (207,216) $ (168,707) $19,912,012 =========== =========== ============= ========== =========== Liabilities and shareholders' equity Reserves for fixed annuity contracts $ 4,862,250 $ 2,998,216 $ - $ 51,000 (3) $ 7,911,466 Reserves for guaranteed investment contracts 3,607,192 - - - 3,607,192 Trust deposits 426,595 - - - 426,595 Unearned premiums - 156,196 (156,196) - - Other liabilities 747,733 85,185 (64,950) 47,736 (4) 815,704 Variable annuity liabilities 5,263,006 - - - 5,263,006 Senior indebtedness 524,835 - - - 524,835 Deferred income taxes 146,847 (16,907) 1,253 (33,688) (5) 97,505 Preferred securities of grantor trust 52,631 - - - 52,631 Shareholders' equity 1,213,078 221,078 12,677 (233,755) (6) 1,213,078 ------------ ------------ -------------- ---------- ----------- Total liabilities and shareholders' equity $ 16,844,167 $ 3,443,768 $ (207,216) $ (168,707) $19,912,012 ============ ============ ============== ========== =========== Footnotes to the Pro Forma Condensed Balance Sheet appear on the following page. SUNAMERICA INC. PRO FORMA CONDENSED BALANCE SHEET SEPTEMBER 30, 1995 (IN THOUSANDS - UNAUDITED) (CONTINUED) Note (1) - To record the contractual purchase price. Note (2) - To adjust deferred acquisition costs to $132,915 of excess purchase price, computed as follows: Ford Life's equity at September 30, 1995, after cession of credit life business $ 233,755 Write off Ford Life's deferred acquisition costs, net of related deferred taxes (83,929) Eliminate deferred tax liability, related to book/tax difference on investments, due to election to use Section 338(h)(10) of the Internal Revenue Code 11,740 Adjust reserves for fixed annuity contracts to estimated market value, net of tax (33,150) Record acquisition taxes and other costs, net of tax (42,311) Record deferred taxes on excess purchase price (46,520) ------------- Purchase accounting adjusted equity 39,585 Purchase price 172,500 ------------- Excess purchase price $ 132,915 ============= Note (3) - To adjust reserves for fixed annuity contracts to estimated market value. Note (4) - To record $32,236 of Federal taxes payable resulting from the election to use Section 338(h)(10) of the Internal Revenue Code and $15,500 of acquisition and conversion costs. Note (5) - To adjust net deferred tax asset, at 35%, as follows: Tax effect of adjustment made to deferred acquisition costs $ (1,327) Elimination of tax effect of book/tax difference on investments 11,740 Tax effect of market value adjustment of reserves for fixed annuity contracts 17,850 Tax effect of liability for acquisition and conversion costs 5,425 ------------- Adjustment to net deferred tax asset $ 33,688 ============= Note (6) - To eliminate Ford Life's equity, after cession of credit life business.
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