United States
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. __)*
Name of Issuer - Sun Microsystems Inc.
Title or Class of Securities - Common Stock
CUSIP Number - 866810104
Check the following box if a fee is being paid with this statement [ X ].
<PAGE>
Cusip No. 866810104
Page 2 of 10 Pages
1. Name of Reporting Person
(S.S. or I.R.S. Identification No. of above person)
Twentieth Century Companies, Inc. - 43-1325032
2. Check the appropriate box if a member of a group* - N/A
3. SEC Use Only
4. Citizenship or place of organization
Delaware
5. Sole voting power
12,915,600
6. Shared voting power
0
7. Sole dispositive power
12,915,600
8. Shared dispositive power
0
9. Aggregate amount beneficially owned by each reporting person
12,915,600
10. Check box if the aggregate amount in Row (9) excludes certain shares -
N/A
11. Percent of class represented by amount in Row 9
7.0%
12. Type of reporting person*
HC
<PAGE>
Cusip No. 866810104
Page 3 of 10 Pages
1. Name of Reporting Person
(S.S. or I.R.S. Identification No. of above person)
Investors Research Corporation - 44-0640487
2. Check the appropriate box if a member of a group* - N/A
3. SEC Use Only
4. Citizenship or place of organization
Delaware
5. Sole voting power
12,900,000
6. Shared voting power
0
7. Sole dispositive power
12,900,000
8. Shared dispositive power
0
9. Aggregate amount beneficially owned by each reporting person
12,900,000
10. Check box if the aggregate amount in Row (9) excludes certain shares -
N/A
11. Percent of class represented by amount in Row 9
7.0%
12. Type of reporting person*
IA
<PAGE>
Cusip No. 866810104
Page 4 of 10 Pages
1. Name of Reporting Person
(S.S. or I.R.S. Identification No. of above person)
Twentieth Century Investors, Inc. - 44-6006315
2. Check the appropriate box if a member of a group* - N/A
3. SEC Use Only
4. Citizenship or place of organization
Maryland
5. Sole voting power
12,900,000
6. Shared voting power
0
7. Sole dispositive power
12,900,000
8. Shared dispositive power
0
9. Aggregate amount beneficially owned by each reporting person
12,900,000
10. Check box if the aggregate amount in Row (9) excludes certain shares -
N/A
11. Percent of class represented by amount in Row 9
7.0%
12. Type of reporting person*
IV
<PAGE>
Cusip No. 866810104
Page 5 of 10 Pages
1. Name of Reporting Person
(S.S. or I.R.S. Identification No. of above person)
James E. Stowers, Jr. - ###-##-####
2. Check the appropriate box if a member of a group* - N/A
3. SEC Use Only
4. Citizenship or place of organization
United States
5. Sole voting power
12,915,600
6. Shared voting power
0
7. Sole dispositive power
12,915,600
8. Shared dispositive power
0
9. Aggregate amount beneficially owned by each reporting person
12,915,600
10. Check box if the aggregate amount in Row (9) excludes certain shares -
N/A
11. Percent of class represented by amount in Row 9
7.0%
12. Type of reporting person*
IN
<PAGE>
SCHEDULE 13G
Item 1(a). NAME OF ISSUER
Sun Microsystems Inc.
Item 1(b). ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES
2550 Garcia Avenue
Mountain View, CA 94043
Item 2(a). NAME OF PERSONS FILING
Twentieth Century Companies, Inc., on its behalf and on behalf of:
Investors Research Corporation
Twentieth Century Investors, Inc.
James E. Stowers, Jr.
Item 2(b). ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE
4500 Main Street, P.O. Box 418210, Kansas City, MO 64141-9210
Attn: David H. Reinmiller
Item 2(c). CITIZENSHIP
Delaware
Item 2(d). TITLE OF CLASS OF SECURITIES
Common Stock
Item 2(e). CUSIP NO.
866810104
Item 3. IF THIS STATEMENT IS FILED PURSUANT TO RULES 13d-1(b) OR 13d-2(b),
CHECK WHETHER THE PERSON FILING IS A
g [ X ] Parent Holding Company, in accordance with
Rule 13d-1(b)(ii)(G) (Note: See Item 7).
Item 4. OWNERSHIP
(a) Aggregate amount beneficially owned:
12,915,600
(b) Percent of class:
7.0%
(c) Number of shares as to which such person has:
(i) sole power to vote or to direct the vote:
12,915,600
(ii) shared power to vote or to direct the vote:
0
(iii)sole power to dispose or to direct the
disposition of: 12,915,600
(iv) shared power to dispose or to direct the
disposition of: 0
Item 5. OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS
If this statement is being filed to report the fact that as of the date
hereof the reporting person has ceased to be the beneficial owner of more than
five percent of the class of securities, check the following [ ].
Item 6. OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON
Investors Research Corporation, a registered investment adviser manages,
pursuant to management agreements, the investments of six registered investment
companies, Twentieth Century Investors, Inc., Twentieth Century World Investors,
Inc., Twentieth Century Capital Portfolios, Inc., Twentieth Century Premium
Reserves, Inc., TCI Portfolios, Inc., and Twentieth Century Strategic Asset
Allocations, Inc. It also manages the assets of institutional investor accounts.
Benham Management Corporation, a registered investment adviser, manages,
pursuant to management agreements, the investments of ten registered investment
companies, Capital Preservation Fund, Inc., Capital Preservation Fund II, Inc.,
Benham Government Income Trust, Benham Target Maturities Trust, Benham
California Tax-Free and Municipal Funds, Benham Municipal Trust, Benham Equity
Funds, Benham International Funds, Benham Investment Trust, and Benham Manager
Funds.
Both Investors Research Corporation and Benham Management Corporation are
wholly-owned subsidiaries of Twentieth Century Companies, Inc. The securities
that are the subject of this report are owned by and held for the investment
companies and separate institutional investor accounts managed by Investors
Research Corporation and Benham Management Corporation. Any dividends received
from such securities, or the proceeds of any sale of such securities, are for
the benefit of and are held for such investment companies and institutional
investor accounts.
Twentieth Century Investors, Inc. owned 12,900,000 shares or 7.0% of the
securities that are the subject of this report.
For further information regarding the ownership of the securities that are
the subject of this report, see Exhibit A attached hereto.
Item 7. IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE
SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY
See attached Exhibits A and B.
Item 8. IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP
N/A
Item 9. NOTICE OF DISSOLUTION OF GROUP
N/A
Item 10. CERTIFICATION
By signing below I certify that, to the best of my knowledge and belief,
the securities referred to above were acquired in the ordinary course of
business and were not acquired for the purpose of and do not have the effect of
changing or influencing the control of the issuer of such securities and were
not acquired in connection with or as a participant in any transaction having
such purpose or effect.
SIGNATURE
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.
February 9, 1996 TWENTIETH CENTURY COMPANIES, INC.
Date
By: /s/ William M. Lyons
William M. Lyons
Executive Vice President
<PAGE>
EXHIBIT A
IDENTITY AND ITEM 3 CLASSIFICATION OF A SUBSIDIARY OF PARENT HOLDING COMPANIES
This Schedule 13G is being filed by Twentieth Century Companies, Inc.
("TCC"). Investors Research Corporation ("IRC") and Benham Management
Corporation ("BMC"), each an investment advisor registered under Section 203 of
the Investment Advisors Act of 1940, are wholly-owned subsidiaries of TCC. Mr.
James E. Stowers, Jr., controls TCC by virtue of his beneficial ownership of a
majority of the voting stock of TCC.
As a result of its status as investment adviser to six investment companies
registered under Section 8 of the Investment Company Act and to several
institutional investors, IRC is deemed to be the beneficial owner of 12,900,000
shares or 7.0% of the outstanding common stock of Sun Microsystems Inc.
(the"Issuer").
TCC, as a result of its control of IRC and BMC, and Mr. Stowers, as a
result of his control of TCC, are also deemed to beneficially own all such
shares deemed to be beneficially owned by IRC and BMC. Mr. Stowers, TCC, IRC and
BMC all disclaim beneficial ownership of the securities that are the subject of
this report.
The ownership of one investment company client of IRC, Twentieth Century
Investors, Inc. ("TCI"), totalled 12,900,000 shares or 7.0% of the outstanding
common stock of the Issuer.
<PAGE>
EXHIBIT B
Rule 13d-1(f)(1)(iii) Agreement
Each of the undersigned hereby agrees and consents to the execution and
joint filing on its or his behalf by Twentieth Century Companies, Inc. of this
Schedule 13G respecting the beneficial ownership of the common stock of Sun
Microsystems Inc.
at December 31, 1995.
Dated this 9th day of February, 1996.
Twentieth Century Companies, Inc.
By: /s/ William M. Lyons
William M. Lyons
Executive Vice President
Investors Research Corporation
By: /s/ William M. Lyons
William M. Lyons
Executive Vice President
Twentieth Century Investors, Inc.
By: /s/ William M. Lyons
William M. Lyons
Executive Vice President
/s/ James E. Stowers, Jr.
James E. Stowers, Jr.