-----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, HUlUwqU43VNvbv9jWaHdsflLFCyXCZyVEfhobdia8Yelt3qEg+NHqq8wuHIVKO6I kiQBNQ1vaHaJwPePyEEe6Q== 0000898822-98-000844.txt : 19980831 0000898822-98-000844.hdr.sgml : 19980831 ACCESSION NUMBER: 0000898822-98-000844 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19980828 SROS: NONE SUBJECT COMPANY: 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: SC 13D/A SEC ACT: SEC FILE NUMBER: 005-13479 FILM NUMBER: 98700816 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 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: BROAD ELI CENTRAL INDEX KEY: 0000904621 STANDARD INDUSTRIAL CLASSIFICATION: UNKNOWN SIC - 0000 [0000] STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: ONE SUNAMERICA CENTER CENTURY CITY STREET 2: 11601 WILSHIRE BLVD CITY: LOS ANGELES STATE: CA ZIP: 90067-6022 BUSINESS PHONE: 3107726000 MAIL ADDRESS: STREET 1: ONE SUNAMERICA CENTER STREET 2: CENTURY CITY CITY: LOS ANGELES STATE: CA ZIP: 90067-6022 SC 13D/A 1 SCHEDULE 13D AMENDMENT NO.12 ============================================================================== SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ------------- SCHEDULE 13D (RULE 13D-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13D-1(A) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13D-2(A) (AMENDMENT NO. 12) SUNAMERICA INC. ---------------------------------- (Name of Issuer) COMMON STOCK, PAR VALUE $1.00 PER SHARE ------------------------------------------- (Title of Class of Securities) 866930100 ------------------ (CUSIP Number) CINDY QUANE 1999 AVENUE OF THE STARS, SUITE 3170 LOS ANGELES, CA 90067 (310) 843-3680 ------------------------------------------------------------------ (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) AUGUST 19, 1998 ------------------------------------------------------------------ (Date of Event Which Requires Filing of This Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box: / /. (Continued on following pages) (Page 1 of 6 Pages) ============================================================================== SCHEDULE 13D - --------------------------- -------------------------- CUSIP NO. 866930100 Page 2 of 6 - --------------------------- -------------------------- - ----------------------- CUSIP NO.866930100 - ----------------------- - ------------------------------------------------------------------------------ 1. NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Eli Broad ###-##-#### - ------------------------------------------------------------------------------ 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) / / (b) / / - ------------------------------------------------------------------------------ 3. SEC USE ONLY - ------------------------------------------------------------------------------ 4. SOURCE OF FUNDS OO - ------------------------------------------------------------------------------ 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) / / - ------------------------------------------------------------------------------ 6. CITIZENSHIP OR PLACE OF ORGANIZATION U.S.A. - -------------------------------------------------------------------------------- Number of 7. SOLE VOTING POWER Shares 25,281,108 Beneficially ------------------------------------------------------------------- Owned By 8. SHARED VOTING POWER Each 1,074,842(1) Reporting ------------------------------------------------------------------- Person With 9. SOLE DISPOSITIVE POWER 24,217,335 ------------------------------------------------------------------- 10. SHARED DISPOSITIVE POWER 1,074,842(1) - -------------------------------------------------------------------------------- 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 26,355,950(1) Of these shares, 13,015,359(1) are held in the form of Common Stock, and 13,340,591 are held in the form of Non-Transferable Class B Stock, which is convertible into Common Stock. - ------------------------------------------------------------------------------ 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES / / - ------------------------------------------------------------------------------ 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) Common Stock 12.9%(1)(as of 7-31-98, assuming exercise of the Reporting Person's options and conversion of Non-Transferable Class B Stock) Non-Transferable Class B Stock 82% - ------------------------------------------------------------------------------ 14. TYPE OF REPORTING PERSON IN - ------------------------------------------------------------------------------ (1) Includes 977,138 shares of Common Stock held through two separate grantor retained annuity trusts with respect to which the Reporting Person disclaims beneficial ownership. SCHEDULE 13D - --------------------------- -------------------------- CUSIP NO. 866930100 Page 3 of 6 - --------------------------- -------------------------- This Amendment No. 12 to the Statement on Schedule 13D amends the Statement on Schedule 13D filed on March 24, 1981, as amended (as so amended, the "Schedule 13D") relating to the Common Stock, par value $1.00 per share (the "Common Stock"), of SunAmerica Inc., a Maryland corporation ("SunAmerica"). Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Schedule 13D. ITEM 1 SECURITY AND ISSUER. Security: Common Stock, par value $1.00 per share, of SunAmerica. Name and Address of Issuer: SunAmerica Inc., 1 SunAmerica Center, Century City, Los Angeles, California 90067. ITEM 2 IDENTITY AND BACKGROUND. (a) Name: Eli Broad (b) Business Address: 1 SunAmerica Inc., Century City, Los Angeles, California 90067 (c) Principal Employment: Chairman of the Board, Chief Executive Officer and President, SunAmerica Inc., 1 SunAmerica Center, Century City, Los Angeles, California 90067. (d) Criminal Proceedings: None. (e) Civil Proceedings: None. (f) Citizenship: U.S.A. ITEM 4 PURPOSE OF TRANSACTION. The following is added to the response to Item 4: SunAmerica and American International Group, Inc., a Delaware corporation ("AIG"), have entered into an Agreement and Plan of Merger dated as of August 19, 1998 (the "Merger Agreement"), which provides, among other things, for the merger (the "Merger") of SunAmerica with and into AIG. A copy of the Merger Agreement is filed as Exhibit 2.1 hereto and is incorporated by reference herein. The description of the Merger Agreement set forth herein is qualified in its entirety by reference to such exhibit. Concurrently with the execution of the Merger Agreement, the Reporting Person and AIG entered into a Voting Agreement, dated as of August 19, 1998 (the "Voting Agreement"), which is more fully described in Item 6 hereof. SCHEDULE 13D - --------------------------- -------------------------- CUSIP NO. 866930100 Page 4 of 6 - --------------------------- -------------------------- ITEM 5 INTEREST IN SECURITIES OF THE ISSUER. The following is added in response to Item 5: Upon conversion of his Non-Transferable Class B Stock, par value $1.00 per share ("Non-Transferable Class B Stock"), of SunAmerica pursuant to the Voting Agreement, it is expected that the Reporting Person will beneficially own 26,355,950 shares of Common Stock and no shares of Class B Stock (including 977,138 shares of Common Stock held through two separate grantor retained annuity trusts with respect to which the Reporting Person disclaims beneficial ownership). ITEM 6 CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER The following is added to the response to Item 6: The Reporting Person has agreed pursuant to the Voting Agreement to convert immediately prior to the effective time of the Merger each share of Non-Transferable Class B Stock and each share of Transferable Class B Stock, par value $1.00 per share ("Transferable Class B Stock" and together with the Non-Transferable Class B Stock, the "Class B Stock"), of SunAmerica beneficially owned by him into one share of Common Stock, in accordance with SunAmerica's Articles of Restated Charter, dated October 3, 1991, as amended. The Reporting Person has also agreed to vote (or to cause the record holder to vote) all shares of Common Stock beneficially owned by him in favor of the Merger, including shares of Common Stock (i) received by the Reporting Person as a result of any stock dividend, stock split, recapitalization, reclassification, combination or exchange or shares of Common Stock; (ii) which become, after the date of the Voting Agreement, beneficially owned by the Reporting Person (including by conversion); or (iii) with respect to which the Reporting Person voluntarily acquires the right to vote or share in the right to vote. Pursuant to the terms of the Voting Agreement, the Reporting Person is also required to deliver a customary "affiliate letter" which would obligate the Reporting Person (i) not to sell or otherwise transfer any Common Stock, Class B Stock or common stock, par value $2.50 per share ("AIG Common Stock"), of AIG received in exchange for his Common Stock pursuant to the Merger beginning on the date that is 30 days prior to the date of the Closing (as defined in the Merger Agreement) and ending at the earlier of the publication by AIG of the results of 30 days of operations of the combined company after the merger or the early termination of the Merger Agreement and (ii) not to sell or otherwise transfer any AIG Common Stock stock in violation of the Securities Act of 1933 (including Rule 145 promulgated thereunder). A copy of the Voting Agreement is filed as Exhibit 99.1 hereto and is incorporated by reference herein. The description of the Voting Agreement set forth herein is qualified in its entirety by reference to such exhibit. SCHEDULE 13D - --------------------------- -------------------------- CUSIP NO. 866930100 Page 5 of 6 - --------------------------- -------------------------- ITEM 7 MATERIAL TO BE FILED AS EXHIBITS Exhibit 2.1 Agreement and Plan of Merger dated as of August 19, 1998, between SunAmerica and AIG (incorporated by reference to the Current Report on Form 8-K filed by AIG on August 24, 1998, File No. 1-8787). Exhibit 99.1 Voting Agreement, dated as of August 19, 1998, between Eli Broad and AIG. -------------------------- Page 6 of 6 -------------------------- SIGNATURES After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Dated as of: August 28, 1998 ELI BROAD By: /s/ Eli Broad Name: Eli Broad INDEX OF EXHIBITS Exhibit 2.1 Agreement and Plan of Merger dated as of August 19, 1998, between SunAmerica and AIG (incorporated by reference to the Current Report on Form 8-K filed by AIG on August 24, 1998, File No. 1-8787). Exhibit 99.1 Voting Agreement, dated as of August 19, 1998, between Eli Broad and AIG. EX-99 2 EXHIBIT 99.1 - VOTING AGREEMENT Exhibit 99.1 VOTING AGREEMENT THIS VOTING AGREEMENT (the "Agreement") is entered into as of August 19, 1998, between the undersigned stockholder (the "Stockholder") of SunAmerica Inc., a Maryland corporation (the "Company"), and American International Group, Inc., a Delaware corporation ("Parent"). WHEREAS, concurrently with the execution and delivery of this Agreement, the Company and Parent have entered into an Agreement and Plan of Merger dated as of August 19, 1998 (the "Merger Agreement"), providing for the merger of the Company with and into Parent (the "Merger") pursuant to the terms and conditions of the Merger Agreement, and setting forth certain representations, warranties, covenants and agreements of the parties thereto in connection with the Merger; and WHEREAS, as an inducement and a condition to Parent entering into the Merger Agreement, pursuant to which the Stockholder will receive the Merger Consideration (as defined in the Merger Agreement) in exchange for each share of Common Stock, par value $1.00 per share, of the Company (the "Common Stock") owned by him, the Stockholder has agreed to enter into this Agreement; NOW, THEREFORE, for good and valuable consideration, the receipt, sufficiency and adequacy of which is hereby acknowledged, the parties hereto agree as follows: 1. Representations of Stockholder. The Stockholder represents that such Stockholder: (a) is the beneficial owner of that number of shares of Common Stock and that number of shares of Non-Transferable Class B Stock, par value $1.00 per share, of the Company (together with the Transferable Class B Stock, par value $1.00 per share, of the Company (the "Transferable Class B Stock"), the "Class B Stock") set forth opposite such Stockholder's name on Exhibit A (such Stockholder's "Shares"); (b) does not beneficially own (as such term is defined in the Securities Exchange Act of 1934, as amended (the "1934 Act")) any shares of Common Stock or Class B Stock for which such Stockholder has the sole authority to vote other than his Shares, but excluding any shares of Common Stock or Class B Stock which such Stockholder has the right to obtain upon the exercise of stock options outstanding on the date hereof; and (c) has the right, power and authority to execute and deliver this Agreement and to perform his obligations under this Agreement, and this Agreement has been duly executed and delivered by such Stockholder and constitutes a valid and legally binding agreement of such Stockholder, enforceable in accordance with its terms; and such execution, delivery and performance by Shareholder of this Agreement will not (i) conflict with, require a consent, waiver or approval under, or result in a breach of or default under, any of the terms of any contract, commitment or other obligation (written or oral) to which such Stockholder is a party or by which such Stockholder is bound; (ii) violate any order, writ, injunction, decree or statute, or any rule or regulation, applicable to Stockholder or any of the properties or assets of Stockholder; or (iii) result in the creation of, or impose any obligation on such Stockholder to create, any lien, charge or other encumbrance of any nature whatsoever upon the Shares. The representations and warranties contained herein shall be made as of the date hereof and as of each date from the date hereof through and including the date that the Merger is consummated or this Agreement is terminated in accordance with its terms. 2. Agreement to Convert Class B Shares; Agreement to Vote Shares. (a) The Stockholder shall convert immediately prior to the Effective Time (as defined in the Merger Agreement) each share of Class B Stock held by him into one fully paid and nonassessable share of Common Stock, in accordance with the terms of the Class B Stock as set forth in the Articles of Restated Charter, dated October 3, 1991, as amended, of the Company. (b) The Stockholder shall vote his Shares and any New Shares (as defined in Section 6 hereof), and shall cause any holder of record of his Shares or New Shares to vote, in favor of adoption and approval of the Merger Agreement and the Merger (and each other action and transaction contemplated by the Merger Agreement or by this Agreement) at every meeting of the stockholders of the Company at which any such matters are considered and at every adjournment thereof. Any such vote shall be cast or consent shall be given in accordance with such procedures relating thereto as shall ensure that it is duly counted for purposes of determining that a quorum is present and for purposes of recording the results of such vote or consent. The Stockholder shall deliver to Parent upon request a proxy substantially in the form attached hereto as Exhibit B, which proxy shall be coupled with an interest and irrevocable to the extent permitted under Maryland law, with the total number of such Stockholder's Shares and any New Shares correctly indicated thereon. The Stockholder shall also use his reasonable efforts -2- to take, or cause to be taken, all action, and do, or cause to be done, all things necessary or advisable in order to consummate and make effective the transactions contemplated by this Agreement. 3. No Voting Trusts. After the date hereof, the Stockholder agrees that he will not, nor will he permit any entity under his control to, deposit any Shares in a voting trust or subject any Shares to any agreement, arrangement or understanding with respect to the voting of such Shares other than agreements entered into with Parent. 4. Additional Purchases. The Stockholder agrees that in the event (a) of any stock dividend, stock split, recapitalization, reclassification, combination or exchange of shares of stock of the Company on, of or affecting the Shares of such Stockholder, (b) such Stockholder purchases or otherwise acquires beneficial ownership of any shares of Common Stock or Class B Stock after the execution of this Agreement (including by conversion), or (c) such Stockholder voluntarily acquires the right to vote or share in the voting of any shares of Common Stock or Class B Stock other than the Shares (collectively, "New Shares"), such Stockholder shall deliver promptly to Parent upon request an irrevocable proxy substantially in the form attached hereto as Exhibit B with respect to such New Shares. The Stockholder also agrees that any New Shares acquired or purchased by him shall be subject to the terms of this Agreement and shall constitute Shares to the same extent as if they were owned by such Stockholder on the date hereof. 5. Affiliates Letter. The Stockholder shall execute and deliver on a timely basis a letter agreement in the form of Exhibit A-1 to the Merger Agreement, when and if requested by Parent prior to the Effective Time (as defined in the Merger Agreement). 6. Specific Performance. Each party hereto severally acknowledges that it will be impossible to measure in money the damage to the other party if the party hereto fails to comply with any of the obligations imposed by this Agreement, that every such obligation is material and that, in the event of any such failure, the other party will not have an adequate remedy at law or damages. Accordingly, each party hereto severally agrees that injunctive relief or other equitable remedy, in addition to remedies at law or damages, is the appropriate remedy for any such failure and will not oppose the granting of such relief on the basis that the other party has an adequate remedy at law. Each party hereto severally agrees that it will not seek, and agrees to waive any requirement for, the securing or posting of a bond in connection with any other party's seeking or obtaining such equitable relief. 7. Heirs, Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective heirs, successors and -3- assigns and shall not be assignable without the written consent of all other parties hereto. 8. Entire Agreement. This Agreement supersedes all prior agreements, written or oral, among the parties hereto with respect to the subject matter hereof and contains the entire agreement among the parties with respect to the subject matter hereof. This Agreement may not be amended, supplemented or modified, and no provisions hereof may be modified or waived, except by an instrument in writing signed by all the parties hereto. No waiver of any provisions hereof by any party shall be deemed a waiver of any other provisions hereof by any such party, nor shall any such waiver be deemed a continuing waiver of any provision hereof by such party. 9. Miscellaneous. (a) This Agreement shall be deemed a contract made under, and for all purposes shall be construed in accordance with, the laws of the State of New York. (b) If any provision of this Agreement or the application of such provision to any person or circumstances shall be held invalid by a court of competent jurisdiction, the remainder of the provision held invalid and the application of such provision to persons or circumstances, other than the party as to which it is held invalid, shall not be affected. (c) This Agreement may be executed in one or more counterparts, each of which shall be deemed to be an original but all of which together shall constitute one and the same instrument. (d) This Agreement shall terminate upon the earlier to occur of (i) the Effective Time (as defined in the Merger Agreement) or (ii) termination of the Merger Agreement in accordance with its terms. (e) All Section headings herein are for convenience of reference only and are not part of this Agreement, and no construction or reference shall be derived therefrom. (f) The obligations of the Stockholder set forth in this Agreement shall not be effective or binding upon such Stockholder until after such time as the Merger Agreement is executed and delivered by the Company and Parent. -4- IN WITNESS WHEREOF, the parties hereto have executed and delivered this Agreement as of the date first written above. AMERICAN INTERNATIONAL GROUP, INC. By: /s/ M. R. GREENBERG --------------------------- Name: M. R. Greenberg Title: Chairman and Chief Executive Officer THE STOCKHOLDER: /s/ ELI BROAD --------------------------- ELI BROAD Exhibit A STOCKHOLDER Number of Number of Shares of Shares of Type of Name Common Stock Class B Stock Ownership ---- ------------ ------------- --------- 1. Eli Broad 3,634,605 13,340,591 Exhibit B FORM OF PROXY The undersigned stockholder, for consideration received, hereby appoints [PARENT DESIGNEES] and each of them as my proxies, with full power of substitution in each of them, to cast on behalf of the undersigned all votes entitled to be cast by the holder of the shares of Common Stock, par value $1.00 per share, of SunAmerica Inc., a Maryland corporation (the "Company"), all shares of Non-Transferable Class B Stock, par value $1.00 per share, of the Company, and all shares of Transferable Class B Stock, par value $1.00 per share, of the Company, owned by the undersigned at the Special Meeting of Shareholders of the Company to be held [DATE, TIME AND PLACE] and at any adjournment thereof FOR approval and adoption of the Agreement and Plan of Merger, dated as of August 19, 1998, between the Company and American International Group, Inc., a Delaware corporation ("Parent"), providing for the merger (the "Merger") of the Company with and into Parent, and the Merger. This proxy is coupled with an interest and is irrevocable until such time as the Voting Agreement, dated as of August 19, 1998, between a certain stockholder of the Company, the undersigned, and Parent terminates in accordance with its terms. Dated --------------------, 1998 ------------------------------- (Signature of Stockholder) -----END PRIVACY-ENHANCED MESSAGE-----