-----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, FbwP32Hkrh0C9/3fVAuoqjox5HGkBn7RXMvtH7wOYA+jyOMZ8+qQ6S0dsBUBASJg 0MnSIeke2adjBbGY6d1xlA== 0000904621-96-000006.txt : 19960701 0000904621-96-000006.hdr.sgml : 19960701 ACCESSION NUMBER: 0000904621-96-000006 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19960628 SROS: NYSE 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: 1934 Act SEC FILE NUMBER: 005-13479 FILM NUMBER: 96587446 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 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 10) SunAmerica Inc. ---------------- (Name of Issuer) Common Stock ------------------------------ (Title of Class of Securities) 866 930 10 0 -------------- (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 Notice and Communications) June 7, 1996 ------------------------------------------------------- (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 which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(b)(3) or (4), check the following box / /. Check the following box if a fee is being paid with the statement / /. (A fee is not required only if the reporting person: (1) has a previous statement on file reporting beneficial ownership of more than five percent of the class of securities described in Item 1; and (2) has filed no amendment subsequent thereto reporting beneficial ownership of five percent or less of such class.) (See Rule 13d-7.) Page 1 of 7 2 Schedule 13D CUSIP No. 866 930 10 0 ------------ 1. Names of Reporting Persons S.S. or I.R.S. Identification No. of above persons: Eli Broad ###-##-#### 2. Check 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. 7. Sole voting power: 7,626,256 8. Shared voting power: 32,568 9. Sole dispositive power: 7,388,347 10. Shared dispositive power: 32,568 11. Aggregate amount beneficially owned by each reporting person: 7,658,824 Of these shares, 3,078,677 are held in the form of Common Stock, and 4,580,147 are held in the form of Nontransferable Class B Stock, which is convertible at any time into Common Stock ("Class B 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 (assuming exercise of stock options and conversion of Class B stock) 12.7% Class B Stock 84.4% 14. Type of reporting person: IN Page 2 of 7 3 SCHEDULE 13 D AMENDMENT NO. 10 SUNAMERICA INC. This Amendment is filed on behalf of Eli Broad (the "Reporting Person"). The undersigned hereby amends Amendment No. 9 to Schedule 13D filed on April 20, 1994 (as amended, "Schedule 13D"), relating to the Common Stock ($1.00 par value) of SunAmerica Inc. in the respects hereinafter set forth. Unless otherwise indicated in this Amendment, all terms referred to herein shall have the same meanings as used or defined in the Schedule 13D. ITEM 1 - Security and Issuer ------------------- Common Stock $1.00 par value of SunAmerica Inc., 1 SunAmerica Center, Los Angeles, California 90067-6022. ITEM 2 - Identity and Background ----------------------- (a) Name: Eli Broad (b) Business Address: 1 SunAmerica Center, Los Angeles, California 90067-6022 (c) Principal Employment: Chairman of the Board, Chief Executive Officer and President, SunAmerica Inc., 1 SunAmerica Center, Los Angeles, California 90067-6022 (d) Criminal Proceedings: None (e) Civil Proceedings: None (f) Citizenship: U.S.A. ITEM 3 - Source and Amount of Funds or Other Consideration ------------------------------------------------- Under that certain Share Exchange Agreement dated as of January 12, 1996 among SunAmerica Inc., hereinafter referred to as the "Issuer", Stanford Ranch, Inc., a Delaware corporation controlled by the Reporting Person, and the shareholders of Stanford Ranch, Inc., a California corporation, including the Reporting Person, the Issuer issued 2,862,500 shares of Common Stock, $1 par value ("Common Stock") in exchange for all of the outstanding shares of common stock of Stanford Ranch, Inc. (the "Share Exchange"), the principal asset of which immediately prior to such exchange was 2,902,500 shares of the Issuer's Class B Stock Page 3 of 7 4 ("Class B Stock"), par value $1 per share, which is convertible into an equal number of shares of Common Stock. The Reporting Person owned, directly or indirectly, 73% of the outstanding Common Stock of Stanford Ranch, Inc., and was considered to exercise indirect voting control of the 2,902,500 shares of Class B prior to the Share Exchange. Under the Share Exchange, the Reporting Person acquired 208,962 shares of Common Stock in exchange for the Reporting Person's shares on Stanford Ranch, Inc., and the Donald and Glorya Kaufman 1980 Children's Trust, held by Eli Broad as Trustee, to which the Reporting Person has voting and dispositive power, acquired 695,588 shares of Common Stock. ITEM 4 - Purpose of Transaction ---------------------- The Reporting Person may, subject to market and other conditions, purchase additional shares of the Issuer, dispose of some or all of his shares, or consider the possibility of any such plan or proposal from time to time in amounts not yet determined. The Reporting Person does not have any plans or proposals with respect to the matters set forth in (a) through (j) of Item 4 of Schedule 13D. ITEM 5 - Interest in Securities of the Issuer ------------------------------------ (a) The Reporting Person beneficially owns 7,658,824 shares of Common Stock and Class B Stock, which is approximately 12.7% of the outstanding shares (based upon 60,168,028 shares of Common Stock outstanding as of June 7, 1996, which amount assumes conversion of Reporting Person's 4,580,147 Class B stock, which shares are convertible at any time to Common Stock on a share for share basis, and exercise of 1,344,234 stock options granted under the Issuer's employee stock plans which are or which will be exercisable within sixty (60) days). Of the 7,658,824 shares, 3,078,677 are Common Stock of which 730,414 shares are directly owned by the Reporting person; 237,909 shares represent restricted shares granted under the Issuer's employee stock plans as to which the Reporting Person has voting, but no dispositive power; 37,923 shares are registered in the name of a corporation, of which 100% is owned directly and indirectly by the Reporting Person and of which the Reporting Person is a director and has sole voting and dispositive powers; 695,588 shares are registered in the name of a trust, of which the Reporting Person is the trustee and has sole voting and dispositive powers; 32,568 shares are held by Page 4 of 7 5 The Eli and Edythe Broad Foundation of which the Reporting Person is director and as to which he has shared voting and dispositive powers with two other directors; 1,344,234 shares represent stock options granted under the Issuer's employee stock plans which are or which will be exercisable within sixty (60) days and as to which the Reporting Person has no voting or dispositive power until exercised; 41 shares, acquired under the SunAmerica 401(k) plan and purchased by company contributions, to which the Reporting Person has sole voting and dispositive power; and 4,580,147 shares are of Class B Stock, which is approximately 84.4% of the outstanding shares (based upon 5,424,324 shares of Class B Stock outstanding as of June 7, 1996), of which 4,228,070 shares are held directly by the Reporting Person; and 352,077 shares are registered in the name of a corporation, of which 100% is owned directly and indirectly by the Reporting Person and of which he is a director and has sole voting and dispositive powers. (b) Of the aggregate 7,658,824 shares of Common Stock and Class B Stock, the Reporting Person has sole voting power over 7,626,256 shares of Common Stock and Class B Stock, and sole dispositive power over 7,388,347 shares. The Reporting Person has no dispositive power over 237,909 shares which represent restricted shares granted under the Issuer's employee stock plans. The Reporting Person shares voting and dispositive powers with two other directors over 32,568 shares of Common Stock held by The Eli and Edythe Broad Foundation. The following information is supplied as to those two other directors: (i) Leroy Golman (i) Richard D. Rohr (ii) 540 Warner Avenue (ii) 100 Renaissance Ctr. Los Angeles, California 34th Floor 90024 Detroit, Michigan 48243 (iii) Consultant (iii) Attorney-at-Law, Partner Bodman, Longley & Dahling (iv) None (iv) None (v) None (v) None (vi) U.S.A. (vi) U.S.A.
Page 5 of 7 6 (c) Refer to Item 3 for description of the Reporting Person's transaction in the securities reported. (d) The corporation referred to in Paragraph (b) of Item 5 above has the right to receive or the power to direct the receipts of dividends from, and the proceeds from the sale of, such shares of the Issuer owned by it. The Foundation described in Paragraph (b) of Item 5 above has the right to receive or the power to direct the receipt of dividends from, and the proceeds from the sale of, 32,568 shares of the Issuer owned by the Foundation. (e) Not applicable. ITEM 6 - Contracts, Arrangements, Understandings and Relationships with Respect to Securities of the Issuer ------------------------------------------------ In connection with the issuance by Merrill Lynch & Co., Inc. ("ML") of up to 3,450,000 Structured Yield Product Exchangeable for Stock, 7-1/4% STRYPES(SM) Due June 15, 1999 securities, the Reporting Person has entered into an Agreement (the "Stock Agreement") with ML pursuant to which, in consideration of the payment to him of $131,684,656.72 at the time of execution of the Stock Agreement, he is obligated to deliver to ML up to 3,450,000 shares of Class B Stock of the Issuer (or the cash equivalent thereof), subject to the Reporting Person's right to redeem the delivery obligation prior thereto, which redemption could result in the Reporting Person's delivering fewer than 3,450,000 shares if the price of the Common Stock at such time is in excess of the applicable redemption price. The Stock Agreement securities and the Stock Agreement contract reported herein are described more fully in a Prospectus dated June 6, 1996, which consists of a prospectus supplement and a base prospectus, which base prospectus forms a part of a Registration Statement, File No. 33-65135, of ML. The Reporting Person has the right to purchase 1,344,234 shares of Common Stock within sixty (60) days from this filing and also has been granted 237,909 restricted shares under the Issuer's employee stock plans. Unless or until such options are exercised, the Reporting Person does not have voting or dispositive powers with respect to such option shares. With respect to the restricted shares, the Reporting Person has voting, but no dispositive power until such time as the restrictions thereon lapse. ITEM 7 - Material to be Filed as Exhibits -------------------------------- The Share Exchange Agreement among SunAmerica Inc., Stanford Ranch, Inc., a Delaware corporation and the shareholders of Stanford Ranch, Inc., a California corporation, contained in the Page 6 of 7 7 Notice of SunAmerica Inc. 1996 Annual Meeting of Shareholders and Proxy Statement filed with the Securities and Exchange Commission on January 16, 1996 is incorporated by referenced herein. The Stock Agreement between Merrill Lynch Capital Services, a Delaware corporation and a wholly-owned subsidiary of Merrill Lynch & Co., Inc., a Delaware corporation, ML & Co and Eli Broad filed as an exhibit to the Registration Statement on Form S-3, Registration No. 33-65135 are incorporated by referenced herein. 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. /s/ ELI BROAD ___________________________ Eli Broad Dated: June 27, 1996 -----END PRIVACY-ENHANCED MESSAGE-----