United States
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
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 [ ].
<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)
American Century Companies, Inc. - 43-1325032 (formerly known as Twentieth
Century Companies, Inc.)
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
28,262,000
6. Shared voting power
51,700
7. Sole dispositive power
28,313,700
8. Shared dispositive power
0
9. Aggregate amount beneficially owned by each reporting person
28,313,700
10. Check box if the aggregate amount in Row (9) excludes certain shares -
11. Percent of class represented by amount in Row 9
7.7%
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)
American Century Investment Management, Inc. - 44-0640487 (formerly known
as Investors Research Corporation)
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
28,262,000
6. Shared voting power
51,700
7. Sole dispositive power
28,313,700
8. Shared dispositive power
0
9. Aggregate amount beneficially owned by each reporting person
28,313,700
10. Check box if the aggregate amount in Row (9) excludes certain shares -
11. Percent of class represented by amount in Row 9
7.7%
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)
American Century Mutual Funds, Inc. - 44-6006315 (formerly known as
Twentieth Century Investors, Inc.)
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
28,056,600
6. Shared voting power
0
7. Sole dispositive power
28,056,600
8. Shared dispositive power
0
9. Aggregate amount beneficially owned by each reporting person
28,056,600
10. Check box if the aggregate amount in Row (9) excludes certain shares -
11. Percent of class represented by amount in Row 9
7.6%
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
28,262,000
6. Shared voting power
51,700
7. Sole dispositive power
28,313,700
8. Shared dispositive power
0
9. Aggregate amount beneficially owned by each reporting person
28,313,700
10. Check box if the aggregate amount in Row (9) excludes certain shares -
11. Percent of class represented by amount in Row 9
7.7%
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 94043-1100
Item 2(a). NAME OF PERSONS FILING
American Century Companies, Inc., on its behalf and on behalf of:
American Century Investment Management, Inc.
American Century Mutual Funds, 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:
28,313,700
(b) Percent of class:
7.7%
(c) Number of shares as to which such person has:
(i) sole power to vote or to direct the vote:
28,262,000
(ii) shared power to vote or to direct the vote:
51,700
(iii)sole power to dispose or to direct the disposition of:
28,313,700
(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
American Century Investment Management, Inc. (formerly Investors Research
Corporation), a registered investment adviser and a wholly-owned subsidiary of
American Century Companies, Inc. (formerly Twentieth Century Companies, Inc.),
manages, pursuant to management agreements, the investments of six registered
investment companies, American Century Mutual Funds, Inc., American Century
World Mutual Funds, Inc., American Century Capital Portfolios, Inc., American
Century Premium Reserves, Inc., TCI Portfolios, Inc., and American 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 American Century Investment Management, Inc. and Benham Management
Corporation are wholly-owned subsidiaries of American Century Companies, Inc.
The securities that are the subject of this report are owned by and held for
such investment companies and separate institutional investor accounts. 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 separate institutional investor accounts.
American Century Mutual Funds, Inc. (formerly Twentieth Century Investors,
Inc.) owned 28,056,600 shares or 7.6% 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 3, 1997 AMERICAN 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 American Century Companies, Inc.
("ACC"). American Century Investment Management, Inc. ("ACIM")and Benham
Management Corporation ("BMC") each , an investment adviser registered under
Section 203 of the Investment Advisors Act of 1940, are wholly-owned
subsidiaries of ACC. Mr. James E. Stowers, Jr., controls ACC by virtue of his
beneficial ownership of a majority of the voting stock of ACC.
As a result of its status as investment advisor to six investment companies
registered under Section 8 of the Investment Company Act and to several
institutional investors, ACIM is deemed to be the beneficial owner of 28,313,700
shares (the "Shares") or 7.7% of the outstanding common stock of Sun
Microsystems, Inc. (the "Issuer").
ACC, as a result of its control of ACIM and BMC, and Mr. Stowers, as a
result of his control of ACC, are also deemed to beneficially own all such
shares deemed to be beneficially owned by ACIM and BMC. Mr. Stowers, ACC, ACIM
and BMC all disclaim beneficial ownership of the Shares.
The ownership of one investment company client of ACIM, American Century
Mutual Funds, Inc. ("ACMF"), totalled 28,056,600 shares or 7.6% of the
outstanding common stock of the Issuer.
This Schedule 13G is being filed by ACC on behalf of ACC, ACIM, ACMF and
Mr. Stowers.
<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 American Century Companies, Inc. of this
Schedule 13G respecting the beneficial ownership of the common stock of Sun
Microsystems, Inc. at December 31, 1996.
Dated this 3rd day of February, 1997.
American Century Companies, Inc.
By: /s/ William M. Lyons
William M. Lyons
Executive Vice President
American Century Investment Management, Inc.
By: /s/ William M. Lyons
William M. Lyons
Executive Vice President
American Century Mutual Funds, Inc.
By: /s/ William M. Lyons
William M. Lyons
Executive Vice President
James E. Stowers, Jr.
By: /s/ William M. Lyons
William M. Lyons
Under Power of Attorney dated 2/3/97
on file with Schedule 13G for
U.S. Robotics, Inc. filed 2/3/97
