EXHIBIT 1.2
SunAmerica Inc.
8.5% Premium Equity Redemption Cumulative
Security Units - PERCS Units
(Stated Amount $37.50 Per Security)
FIRST AMENDMENT TO
UNDERWRITING AGREEMENT
THIS FIRST AMENDMENT, dated as of November 1, 1996 (the "First
Amendment"), between SunAmerica Inc., a Maryland corporation (the "Company"),
and the several Underwriters named in Schedule I hereto (the "Underwriters")
amends, to the extent set forth herein, the Underwriting Agreement dated as of
October 31, 1996 between the Company and the underwriters named therein (the
"Underwriting Agreement").
The Company and the Underwriters desire to change the
composition of the underwriters set forth in Schedule I of the Underwriting
Agreement, and agree that Schedule IA attached hereto is to be substituted for
Schedule I to the Underwriting Agreement and that no other change shall be made
to the Underwriting Agreement. This First Amendment shall from and after the
date hereof be deemed to be part of the terms and conditions of the
Underwriting Agreement. The Underwriting Agreement as amended by this First
Amendment is in all respects confirmed and preserved.
This First Amendment may be executed in any number of
counterparts, each of which shall be deemed to be an original, but all such
counterparts shall together constitute but one and the same instrument.
This First Amendment shall be governed by and construed in
accordance with the internal laws of the State of New York.
IN WITNESS WHEREOF, the parties hereto have caused this First
Amendment to be duly executed as of November 1, 1996.
SUNAMERICA INC.
By: /s/ Xxxxx Xxxxxxx
-------------------------------
Name: Xxxxx Xxxxxxx
Title: Executive Vice President
XXXXXX XXXXXXX & CO. INCORPORATED
XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX
INCORPORATED
XXXXXXX, SACHS & CO.
XXXXX XXXXXX INC.
Acting severally on behalf of
themselves and the several
Underwriters named in Schedule I hereto
By: Xxxxxx Xxxxxxx & Co. Incorporated
By: /s/ Xxxxx Xxxxxx
-------------------------------
Vice President
SCHEDULE IA
NUMBER OF
OPTIONAL
TOTAL NUMBER SECURITIES TO
OF FIRM BE DELIVERED
SECURITIES IF MAXIMUM
TO BE OPTION
Underwriter DELIVERED EXERCISED
----------- ------------ -------------
Xxxxxx Xxxxxxx & Co. Incorporate 1,607,425 241,116
Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx 1,607,425 241,113
Incorporated
Xxxxxxx, Sachs & Co. 1,607,425 241,113
Xxxxx Xxxxxx Inc. 1,607,425 241,113
Advest, Inc. 178,500 26,775
Xxxxxxx X. Xxxxxxxxx & Co., Inc. 178,500 26,775
Xxxx Xxxxxxxx Incorporated 178,500 26,775
Xxxx Xxxxxx Xxxxxxxx Inc. 357,100 53,565
X.X. Xxxxxxx & Sons, Inc. 357,100 53,565
EVEREN Securities, Inc. 178,500 26,775
First Albany Corporation 178,500 26,775
Interstate/Xxxxxxx Lane Corporation 178,500 26,775
Xxxxxx Xxxxxxxxxx Xxxxx Inc. 178,500 26,775
Xxxx Xxxxx Xxxx Xxxxxx, Incorporated 178,500 26,775
XxXxxxxx & Company Securities, Inc. 178,500 26,775
Xxxxxx Xxxxxx & Company, Inc. 178,500 26,775
Xxxxxxxxxxx & Co., Inc. 357,100 53,565
Xxxxx Xxxxxxx Inc. 178,500 26,775
The Xxxxxxxx-Xxxxxxxx Company, Inc. 178,500 26,775
Wedbush Xxxxxx Securities 178,500 26,775
Wheat, First Securities, Inc. 178,500 26,775
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Total 10,000,000 1,500,000
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