1
Exhibit C
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-1
2
(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 to take, or cause to be taken, all action, and do,
or cause to be done, all things
C-2
3
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 assigns and shall not be assignable without the written
consent of all other parties hereto.
C-3
4
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.
C-4
5
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
-------------------------------------
Name: X. X. Xxxxxxxxx
Title: Chairman and Chief Executive Officer
THE STOCKHOLDER:
/s/ XXX XXXXX
----------------------------------------------------
XXX XXXXX
C-5
6
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
7
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)
