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
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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
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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.
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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/ X. X. XXXXXXXXX
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Name: X. X. Xxxxxxxxx
Title: Chairman and Chief
Executive Officer
THE STOCKHOLDER:
/s/ XXX XXXXX
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XXX XXXXX
Exhibit A
STOCKHOLDER
Number of Number of
Shares of Shares of Type of
Name Common Stock Class B Stock Ownership
---- ------------ ------------- ---------
1. Xxx Xxxxx 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
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(Signature of Stockholder)
