-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: keymaster@town.hall.org Originator-Key-Asymmetric: MFkwCgYEVQgBAQICAgADSwAwSAJBALeWW4xDV4i7+b6+UyPn5RtObb1cJ7VkACDq pKb9/DClgTKIm08lCfoilvi9Wl4SODbR1+1waHhiGmeZO8OdgLUCAwEAAQ== MIC-Info: RSA-MD5,RSA, o9dCjJCyJpBlcaX5f409ADwTGzoI7hEuoEqXTBqsyYpieM5Sr8KcRTfFsvBYC6Bx OsmCrPOgTqE1etUdUnF8IQ== 0000950103-95-000146.txt : 19950502 0000950103-95-000146.hdr.sgml : 19950502 ACCESSION NUMBER: 0000950103-95-000146 CONFORMED SUBMISSION TYPE: SC 13E4/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19950501 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 13E4/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-13479 FILM NUMBER: 95533454 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: SUNAMERICA CAPITAL TRUST I CENTRAL INDEX KEY: 0000938372 STANDARD INDUSTRIAL CLASSIFICATION: LIFE INSURANCE [6311] STATE OF INCORPORATION: DE FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: SC 13E4/A BUSINESS ADDRESS: STREET 1: 1 SUNAMERICA CENTER CITY: LOS ANGELES STATE: CA ZIP: 90067-6022 BUSINESS PHONE: 3107726000 SC 13E4/A 1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 1 (Dated May 1, 1995) to Schedule 13E-4 ISSUER TENDER OFFER STATEMENT (Pursuant to Section 13(e)(1) of the Securities Exchange Act of 1934) SUNAMERICA INC. (Name of the Issuer) SUNAMERICA CAPITAL TRUST I (Name of Person(s) Filing Statement) 9 1/4% PREFERRED STOCK, SERIES B (Title of Class of Securities) 866930506 (CUSIP Number of Class of Securities) SUSAN L. HARRIS, Esq. Vice President and General Counsel - Corporate Affairs SunAmerica Inc. 1 SunAmerica Center Los Angeles, California 90067-6022 (310) 772-6000 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications on Behalf of Person Filing Statement) Please address a copy of all communications to: DAVID W. FERGUSON, Esq. GREGG A. NOEL, Esq. Davis Polk & Wardwell Skadden, Arps, Slate, Meagher & Flom 450 Lexington Avenue 300 South Grand Avenue, Suite 3400 New York, New York 10017 Los Angeles, California 90071 (212) 450-4000 (213) 687-5000 April 28, 1995 (Date Tender Offer First Published, Sent or Given to Security Holders) Calculation of Filing Fee Transaction Valuation* Amount of Filing Fee - --------------------------------------- ---------------------- $144,031,250 $28,807 * For purposes of calculating the filing fee pursuant to Rule 0-11 of the Securities Exchange Act of 1934, as amended, the market value of the 91/4% Preferred Stock, Series B (the "Series B Preferred Stock") proposed to be acquired was determined by multiplying $26 3/16 (the average of the high and low reported prices of the Series B Preferred Stock on the New York Stock Exchange on April 25, 1995 by 5,500,000 (the number of shares of Series B Preferred Stock which SunAmerica Capital Trust I has offered to acquire). (X) Check box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. Amount Previously Paid: $46,703 Form or Registration No.: S-4 (Registration No. 33-56961-01 and 33-56961-02) Filing Party: SunAmerica Inc. and SunAmerica Capital Trust I. Date Filed: December 20, 1994 AMENDMENT NO. 1 TO ISSUER TENDER OFFER STATEMENT ON SCHEDULE 13E-4 This Amendment No. 1 dated May 1, 1995 supplements the Issuer Tender Offer Statement on Schedule 13E-4 (the "Statement") filed with the Securities and Exchange Commission (the "Commission") on April 28, 1995, by SunAmerica Capital Trust I in connection with the filing under the Securities Act of 1933, as amended, of a registration statement on Form S-4 (the "Registration Statement") regarding an exchange offer (the "Offer") to holders of 9 1/4% Preferred Stock, Series B (the "Preferred Stock") of SunAmerica Inc. ("SunAmerica"). A copy of the Offering Circular/Prospectus dated April 27, 1995 (the "Offering Circular/Prospectus") contained in the Registration Statement (Registration Nos. 33-56961-01 and 33-56961-02) declared effective by the Commission on April 27, 1995 was filed as Exhibit A to the original Schedule 13E-4. The Company hereby files with this Amendment No. 1 a copy of the Press Release issued by the Company on April 28, 1995. The following information supplements the information previously included in the original Schedule 13E-4. ITEM 9. Material to be Filed as Exhibits. (a) Press Release issued by the Company on April 28, 1995 (Exhibit O). SIGNATURE After due 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: May 1, 1995 SUNAMERICA CAPITAL TRUST I By: SunAmerica Inc., as Sponsor By /s/ James R. Belardi ----------------------------- Name: James R. Belardi Title: Senior Vice President and Treasurer INDEX TO EXHIBITS Exhibit Description O Press Release issued by the Company on April 28, 1995 EX-99.O 2 EXHIBIT O SUNAMERICA INC. ANNOUNCES PREFERRED STOCK EXCHANGE OFFER LOS ANGELES, APRIL 28, 1995 -- SunAmerica Capital Trust I, a statutory business trust established by SunAmerica Inc., announced that it will begin a tender offer today to exchange its 9.95% Trust Originated Preferred SecuritiesSM (TOPrSSM), representing preferred undivided beneficial interests in the assets of the Trust, for up to 5,500,000 shares of outstanding 9 1/4% Preferred Stock, Series B of SunAmerica Inc. Concurrently with the issuance of TOPrSSM in exchange for Series B Preferred validly tendered in offer, SunAmerica will deposit in SunAmerica Capital Trust I as trust assets its 9.95% Junior Subordinated Debentures, Series A, due 2044 having an aggregate principal amount equal to the aggregate stated liquidation amount of the TOPrSSM to be issued. The cash distribution rate on the TOPrSSM will be 70 basis points greater than the dividend rate on the existing Series B Preferred. SunAmerica 9 1/4% Series B Preferred trades on the New York Stock Exchange under the symbol "SAI Pr B." The offer will allow SunAmerica to achieve certain tax efficiencies while preserving its flexibility with respect to future financings because, in contrast to dividend payments on the Series B Preferred which are not deductible by SunAmerica, SunAmerica will be able to deduct interest payments on the Junior Subordinated Debentures for federal income tax purposes. Exchanges will be made on the basis of one TOPrSSM for each share of Series B Preferred validly tendered and accepted for exchange. Shares of Series B Preferred not accepted for exchange because of proration will be returned. The offer is being made only by means of, and under the terms and conditions set forth in, SunAmerica's Offering Circular/Prospectus. The offer, the proration period and withdrawal rights will expire at 12:00 midnight, New York City time, on May 25, 1995, unless extended. Merrill Lynch & Company Inc. is acting as the sole dealer manager in connection with the exchange offer. For more information, contact Merrill Lynch, 212-236-4723, or Georgeson & Co., the information agent for the exchange offer, 800-223-2064. SunAmerica is a financial services company specializing in the sale of long-term savings products and investments to the expanding pre-retirement savings market. As of March 31, 1995, the company held $25 billion of assets, including those on its balance sheet, and those off its balance sheet in mutual funds and in retirement trust accounts. -----END PRIVACY-ENHANCED MESSAGE-----