<PAGE>
<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A
AMENDMENT TO APPLICATION OR REPORT
Filed Pursuant to Section 12, 13, or 15(d) of the
SECURITIES EXCHANGE ACT OF 1934
SUN COMPANY, INC.
--------------------------------------------------
(Exact name of registrant as specified in charter)
AMENDMENT NO. 2
The undersigned registrant hereby amends the following items of its
Annual Report on Form 10-K for the fiscal year ended December 31, 1993 as
set forth in the pages attached hereto:
Part II. Item 8. Financial Statements and Supplementary Data
Part IV. Item 14. Exhibits, Financial Statement Schedules, and
Reports on Form 8-K
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this amendment to be signed on its behalf by
the undersigned, thereunto duly authorized.
SUN COMPANY, INC.
BY s/Richard L. Cartlidge
Richard L. Cartlidge
Comptroller
(Principal Accounting Officer)
DATE June 22, 1994
<PAGE>
<PAGE> 2
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
Pursuant to General Instruction F to Form 10-K and Rule 15(d)-21 under the
Securities Exchange Act of 1934, the financial statements required by
Form 11-K with respect to the Sun Company, Inc. Capital Accumulation Plan
are furnished as part of the Sun Company, Inc. Annual Report on Form 10-K
for the fiscal year ended December 31, 1993. As permitted by the rules
with respect to Form 11-K, plan financial statements for the Sun Company,
Inc. Capital Accumulation Plan are furnished in accordance with the
financial reporting requirements of the Employee Retirement Income Security
Act of 1974, as amended (ERISA).
<PAGE>
<PAGE> 3
REPORT OF INDEPENDENT ACCOUNTANTS
To the Plan Administrator of the Sun Company, Inc. Capital
Accumulation Plan:
We have audited the accompanying statements of net assets available for
plan benefits of the Sun Company, Inc. Capital Accumulation Plan (Plan) as
of December 31, 1993 and 1992, and the related statements of changes in net
assets available for plan benefits for the years then ended. These
financial statements are the responsibility of the Plan's management. Our
responsibility is to express an opinion on these financial statements based
on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free
of material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles
used and significant estimates made by management, as well as evaluating
the overall financial statement presentation. We believe that our audits
provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above (pages 4 through
21) present fairly, in all material respects, the net assets available for
plan benefits of the Plan as of December 31, 1993 and 1992, and the changes
in net assets available for plan benefits for the years then ended, in
conformity with generally accepted accounting principles.
Our audits were performed for the purpose of forming an opinion on the
basic financial statements taken as a whole. The supplemental schedules of
the Plan (pages 22 and 23), Assets Held for Investment Purposes at December
31, 1993 and Schedule of Reportable Transactions for the Year Ended
December 31, 1993 are presented for the purpose of additional analysis and
are not a required part of the basic financial statements but are
supplementary information required by the Department of Labor's Rules and
Regulations for Reporting and Disclosure under the Employee Retirement
Income Security Act of 1974. The Fund Information in the statement of net
assets available for plan benefits and the statement of changes in net
assets available for plan benefits is presented for purposes of additional
analysis rather than to present the net assets available for plan benefits
and changes in net assets available for plan benefits of each fund. The
supplemental schedules and Fund Information have been subjected to the
auditing procedures applied in the audits of the basic financial statements
and, in our opinion, are fairly stated in all material respects in relation
to the basic financial statements taken as a whole.
COOPERS & LYBRAND
2400 Eleven Penn Center
Philadelphia, PA 19103
June 8, 1994
<PAGE>
<PAGE> 4
<TABLE>
SUN COMPANY, INC. CAPITAL ACCUMULATION PLAN
STATEMENT OF NET ASSETS AVAILABLE FOR PLAN BENEFITS WITH FUND INFORMATION
AT DECEMBER 31, 1993
<CAPTION>
ASSETS FUND A FUND B FUND C FUND D ESOP FUND TOTAL
- - - - - ------ ----------- ----------- ------------ ----------- ------------ ------------
<S> <C> <C> <C> <C> <C> <C>
Investments (Notes 1 and 2):
Units of participation in:
Short-term funds $ 846,710 $ 2,091,784 $ -- $ 319,798 $ 1,701,822 $ 4,960,114
Equities fund
(cost $30,096,767) 43,829,388 -- -- -- -- 43,829,388
Diversified investments
fund (cost $41,119,806) -- 48,229,357 -- -- -- 48,229,357
Investment in Sun Company, Inc.
Capital Preservation Master
Trust (Note 1) -- -- 210,860,431 -- -- 210,860,431
Sun common stock fund (690,418
shares; cost $20,996,091) -- -- -- 20,281,121 -- 20,281,121
Employee stock ownership plan
fund (3,674,090 shares;
cost $102,841,668) -- -- -- -- 107,926,929 107,926,929
Cash and receivables 1,956 5,448 -- -- 1,485 8,889
Interfund transfer
receivable/(payable) 142,148 1,121,419 (287,127) (26,040) (950,400) --
----------- ----------- ------------- ----------- ------------ ------------
Total assets 44,820,202 51,448,008 210,573,304 20,574,879 108,679,836 436,096,229
----------- ----------- ------------ ----------- ------------ ------------
LIABILITIES
- - - - - -----------
Miscellaneous payables 14,531 41,830 119,088 7,417 40,072 222,938
----------- ----------- ------------ ----------- ------------ ------------
Total liabilities 14,531 41,830 119,088 7,417 40,072 222,938
----------- ----------- ------------ ----------- ------------ ------------
NET ASSETS AVAILABLE
FOR PLAN BENEFITS (Note 3) $44,805,671 $51,406,178 $210,454,216 $20,567,462 $108,639,764 $435,873,291
=========== =========== ============ =========== ============ ============
See accompanying notes to financial statements.
</TABLE>
<PAGE>
<PAGE> 5
<TABLE>
SUN COMPANY, INC. CAPITAL ACCUMULATION PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS WITH FUND INFORMATION
FOR THE YEAR ENDED DECEMBER 31, 1993
<CAPTION>
FUND A FUND B FUND C FUND D ESOP FUND TOTAL
----------- ----------- ------------ ----------- ------------ ------------
<S> <C> <C> <C> <C> <C> <C>
Additions (deductions):
Employees' contributions $ 3,367,569 $ 2,420,654 $ 10,484,800 $ 3,013,353 $ -- $ 19,286,376
Employers' contributions -- -- -- -- 5,851,868 5,851,868
Transfers and rollovers
from other tax-qualified
plans (Note 1) 483,988 932,555 1,731,310 13,580 7,933 3,169,366
Interfund transfers 2,328,330 15,353,708 460,642 (2,091,724) (16,050,956) --
Dividend income 1,120,303 1,911,755 -- 1,221,872 6,986,780 11,240,710
Interest income 23,147 38,372 -- 7,247 51,529 120,295
Increase in value of
participation in Sun
Company, Inc. Capital
Preservation Master
Trust (Note 1) -- -- 15,651,013 -- -- 15,651,013
Net appreciation in
fair value of
investments (Note 3) 2,743,311 3,407,138 -- 1,041,867 5,413,638 12,605,954
Benefits paid to participants (1,757,589) (2,103,700) (16,030,435) (432,323) (4,525,255) (24,849,302)
Administrative expenses
(Note 2) (56,935) (143,535) (466,982) (27,886) (158,245) (853,583)
----------- ----------- ------------ ----------- ------------ ------------
Net additions (deductions) 8,252,124 21,816,947 11,830,348 2,745,986 (2,422,708) 42,222,697
Net assets available for
plan benefits,
January 1, 1993 36,553,547 29,589,231 198,623,868 17,821,476 111,062,472 393,650,594
----------- ----------- ------------ ----------- ------------ ------------
Net assets available for
plan benefits,
December 31, 1993 $44,805,671 $51,406,178 $210,454,216 $20,567,462 $108,639,764 $435,873,291
=========== =========== ============ =========== ============ ============
See accompanying notes to financial statements.
</TABLE>
<PAGE>
<PAGE> 6
<TABLE>
SUN COMPANY, INC. CAPITAL ACCUMULATION PLAN
STATEMENT OF NET ASSETS AVAILABLE FOR PLAN BENEFITS WITH FUND INFORMATION
AT DECEMBER 31, 1992*
<CAPTION>
ASSETS FUND A FUND B FUND C FUND D ESOP FUND TOTAL
- - - - - ------ ----------- ----------- ------------ ----------- ------------ ------------
<S> <C> <C> <C> <C> <C> <C>
Investments (Notes 1 and 2):
Units of participation in:
Short-term funds $ 670,854 $ 843,058 $ -- $ 87,978 $ 558,177 $ 2,160,067
Equities fund (cost
$23,928,413) 34,947,451 -- -- -- -- 34,947,451
Diversified investments
fund (cost $24,137,417) -- 27,839,821 -- -- -- 27,839,821
Investment in Sun Company, Inc.
Capital Preservation Master
Trust (Note 1) -- -- 201,183,347 -- -- 201,183,347
Sun common stock fund
(630,410 shares; cost
$19,265,063) -- -- -- 17,651,480 -- 17,651,480
Employee stock ownership
plan fund (4,000,349
shares; cost $111,089,988) -- -- -- -- 112,009,772 112,009,772
Cash and receivables 240,871 250,808 32,701 -- 4,302 528,682
Interfund transfer
receivable/(payable) 810,743 852,615 (404,365) 98,334 (1,357,327) --
----------- ----------- ------------ ----------- ------------ ------------
Total assets 36,669,919 29,786,302 200,811,683 17,837,792 111,214,924 396,320,620
----------- ----------- ------------ ----------- ------------ ------------
LIABILITIES
- - - - - -----------
Miscellaneous payables 116,372 197,071 2,187,815 16,316 152,452 2,670,026
----------- ----------- ------------ ----------- ------------ ------------
Total liabilities 116,372 197,071 2,187,815 16,316 152,452 2,670,026
----------- ----------- ------------ ----------- ------------ ------------
NET ASSETS AVAILABLE FOR
PLAN BENEFITS (Note 3) $36,553,547 $29,589,231 $198,623,868 $17,821,476 $111,062,472 $393,650,594
=========== =========== ============ =========== ============ ============
*Reclassified to conform to 1993 presentation.
See accompanying notes to financial statements.
</TABLE>
<PAGE>
<PAGE> 7
<TABLE>
SUN COMPANY, INC. CAPITAL ACCUMULATION PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS WITH FUND INFORMATION
FOR THE YEAR ENDED DECEMBER 31, 1992
<CAPTION>
FUND A FUND B FUND C FUND D ESOP FUND TOTAL
----------- ----------- ------------ ----------- ------------ ------------
<S> <C> <C> <C> <C> <C> <C>
Additions (deductions):
Employees' contributions $ 3,018,472 $ 1,844,265 $ 11,263,013 $ 3,351,955 $ -- $ 19,477,705
Employers' contributions -- -- -- -- 11,836,963 11,836,963
Transfers and rollovers
from other tax-qualified
plans (Notes 1 and 4) 1,621,255 705,947 3,535,814 6,613 903,813 6,773,442
Interfund transfers 2,779,399 4,012,842 2,700,607 1,933,549 (11,426,397) --
Dividend income 927,537 1,595,554 -- 914,100 7,033,575 10,470,766
Interest income 25,779 5,701 -- 6,565 43,117 81,162
Increase in value of
participation in Sun
Company, Inc. Capital
Preservation Master
Trust (Note 1) -- -- 15,449,810 -- -- 15,449,810
Net appreciation
(depreciation) in
fair value of
investments (Note 3) 1,559,426 450,017 -- (781,695) (9,195,719) (7,967,971)
Benefits paid to
participants (2,174,215) (2,048,675) (16,742,272) (449,030) (5,123,280) (26,537,472)
Administrative expenses
(Note 2) (52,719) (99,871) (366,626) (28,431) (187,370) (735,017)
----------- ----------- ------------ ----------- ------------ ------------
Net additions (deductions) 7,704,934 6,465,780 15,840,346 4,953,626 (6,115,298) 28,849,388
Net assets available for
plan benefits,
January 1, 1992 28,848,613 23,123,451 182,783,522 12,867,850 117,177,770 364,801,206
----------- ----------- ------------ ----------- ------------ ------------
Net assets available for
plan benefits,
December 31, 1992 $36,553,547 $29,589,231 $198,623,868 $17,821,476 $111,062,472 $393,650,594
=========== =========== ============ =========== ============ ============
See accompanying notes to financial statements.
</TABLE>
<PAGE>
<PAGE> 8
SUN COMPANY, INC. CAPITAL ACCUMULATION PLAN
NOTES TO FINANCIAL STATEMENTS
1. GENERAL DESCRIPTION
-------------------
The Sun Company, Inc. Capital Accumulation Plan (Plan) is a combined
profit-sharing and employee stock ownership plan. The Plan provides
eligibility for membership for certain employees of Sun Company, Inc.
and its participating subsidiary companies (collectively, Sun) who are
paid in U.S. dollars and who have completed at least 1,000 hours of
service with Sun in a twelve-month period. An eligible employee can
join the Plan at any time starting with the payroll period which
begins 30 days after he or she gives written notice to the Plan
Administrator.
The Plan provides an individual account for each participant. Amounts
disbursed to participants or transferred between funds are based
solely upon amounts contributed to each participant's account adjusted
to reflect any withdrawals and distributions, investment earnings
attributable to such account balances, and appreciation or
depreciation of the market value of the account balance.
The Plan has a fiscal year ended December 31. The ESOP Fund is an
employee stock ownership plan, while the remaining funds form a
profit-sharing plan. Employees' contributions are invested by the
trustee and investment managers in Funds A, B, C or D as directed by
the employees. Employer contributions are invested in the ESOP Fund
and are either made in the form of Sun Company, Inc. common stock (Sun
Common Stock) or in cash which is invested principally in Sun Common
Stock by the trustee.
Contributions:
-------------
In general, a participant may contribute to the Plan up to 5% in whole
percentages of base pay on a pre-tax basis (Basic Pre-Tax
Contributions) or on a post-tax basis (Basic Post-Tax Contributions).
The participant also may elect to make additional contributions up to
10% of base pay provided, however, that Basic Pre-Tax or Basic Post-
Tax Contributions are at least 5% of base pay. The additional 10% may
be contributed either on a pre-tax basis (Additional Pre-Tax
Contributions), post-tax basis (Additional Post-Tax Contributions) or
any combination thereof. For certain participants, limitations
imposed by the Internal Revenue Code (Code) as described below
restrict their ability to make Basic Pre-Tax Contributions or
Additional Pre-Tax Contributions. However, such participants may make
Basic Post-Tax Contributions and Additional Post-Tax Contributions
such that their total does not exceed other limits imposed by the Plan
or the Code.
<PAGE>
<PAGE> 9
SUN COMPANY, INC. CAPITAL ACCUMULATION PLAN
NOTES TO FINANCIAL STATEMENTS (Continued)
1. GENERAL DESCRIPTION (Continued)
------------------------------
For every dollar a participant contributes as Basic Contributions, Sun
contributes another full dollar in cash or Sun Common Stock (Matching
Employer Contributions). Effective January 1, 1993, the Matching
Employer Contributions were reduced to fifty percent of Basic
Contributions for a period of one year. Any Additional Pre-Tax and/or
Additional Post-Tax Contributions are not matched in whole or in part
by Sun.
Pre-tax contributions by each participant may not exceed an annual
limit which is subject to annual upward adjustment for increases in
the cost of living as determined under IRS regulations. This limit
was $8,728 and $8,994 for 1992 and 1993, respectively, and will be
$9,240 for 1994.
The pre-tax contributions and combined Basic Post-Tax Contributions,
Additional Post-Tax Contributions and Matching Employer Contributions
of participants who come within the classification of "highly
compensated employees" as defined in the Code, may not exceed certain
technical limits under the Code. Generally, the allowable percentage
of such contributions for the highly compensated employees is
dependent upon the percentage of contributions made by all other
employees. These limitations may have the effect of reducing the
level of contributions initially selected by the highly compensated
employees. In addition, the total company and employee contributions
which may be allocated to a participant's account may be limited by
Section 415 of the Code.
The Plan contains a special provision designed to permit the Plan to
borrow money to purchase a significant number of shares of Sun Common
Stock. Such borrowing could only occur upon the action of the Board
of Directors of Sun Company, Inc. If this should occur, the
securities purchased with the proceeds of such a loan will not be
allocated immediately to the accounts of Plan participants but will be
held by the Plan in an unallocated suspense account. Securities will
be released from the suspense account as the loan is repaid and will
be allocated to participants' accounts according to the ratio which
the participant's compensation bears to the compensation of all
participants in the Plan. No participant contributions will be
required or permitted in paying off the loan. Further, subject to
applicable limitations imposed by Section 415 of the Code and
limitations on allocations as set forth in the Plan, any securities
which are allocated to participants' accounts as a result of the
repayment of the loan may, in the discretion of the Plan
Administrator, be used to satisfy Sun's obligation with respect to any
Matching Employer Contributions. As of December 31, 1993, no
borrowings had been approved.
At the end of each month, a participant's account is credited with
units representing interests held in each of the funds described
below. A participant's account balance is immediately 100% vested.
<PAGE>
<PAGE> 10
SUN COMPANY, INC. CAPITAL ACCUMULATION PLAN
NOTES TO FINANCIAL STATEMENTS (Continued)
1. GENERAL DESCRIPTION (Continued)
------------------------------
Investment of Employees' Contributions:
--------------------------------------
Bankers Trust Company is the trustee for investments. The participant
has the option of investing contributions in any one or more of funds
A, B, C or D.
Fund A: The Equities Fund - a fund to be invested by investment
managers in a broadly diversified portfolio consisting of
common stock, other types of equity investments and/or an
index fund. The fund may not be invested in any Sun
Company, Inc. securities except that an index fund may
contain Sun Company, Inc. securities. Decisions concerning
voting rights, tender offer rights and redemption rights
with respect to securities in Fund A currently are made by
the investment manager. Fund A currently is invested in an
index fund maintained by Wells Fargo Institutional Trust
Company which is designed to approximate the performance of
the Standard & Poor's 500 Composite Stock Index; however,
alternate stock market indices and/or an actively managed
portfolio could be selected at any time.
Fund B: The Diversified Investments Fund - a fund to be invested by
investment managers in a combination of equity investments
(diversified common stocks, other types of equity
investments and/or an index fund) and fixed income
securities. The fund may not be invested in any Sun
Company, Inc. securities except that an index fund may
contain Sun Company, Inc. securities. Decisions concerning
voting rights, tender offer rights and redemption rights
with respect to securities held in Fund B currently are made
by the investment manager. Fund B presently is invested in
a tactical asset allocation fund maintained by Wells Fargo
Institutional Trust Company.
Fund C: The Capital Preservation Fund - a fund to be invested
primarily with insurance companies or other financial
institutions in a series of contracts where the repayment of
principal and payment of interest at a fixed rate for a
fixed period of time are backed by the financial strength of
such financial institutions (standard investment contracts).
The fund may also invest in (1) U.S. government-backed and
agency obligations or (2) in contracts with financial
institutions backed by such obligations (synthetic
investment contracts). Effective June 1, 1994, investment
guidelines for the fund have been modified to provide that
fund assets also may be invested in fixed income securities
of corporations rated "investment grade" and high-quality
<PAGE>
<PAGE> 11
SUN COMPANY, INC. CAPITAL ACCUMULATION PLAN
NOTES TO FINANCIAL STATEMENTS (Continued)
1. GENERAL DESCRIPTION (Continued)
------------------------------
asset-backed securities primarily rated "AAA." The Plan
assets in Fund C are invested in the Sun Company, Inc.
Capital Preservation Master Trust (Master Trust), which was
established by Sun Company, Inc. The investment strategy of
the Master Trust is the same as that of the Capital
Preservation Fund and includes investments from other Sun
tax-qualified defined contribution plans. Each plan's
relative interest in the Master Trust and the related income
and administrative expense is determined on a basis
proportionate to each plan's past contributions adjusted to
reflect distributions, transfers and prior investment
earnings. The investment in the Master Trust reflected in
the statements of net assets available for Plan benefits
represents the Plan's share of total net assets held by the
Master Trust (94.5597 and 90.4838 percent at December 31,
1993 and 1992, respectively).
Participants' accounts earn a blended rate, or weighted
average, of all of the investments held in the Master Trust.
At December 31, 1993, the Master Trust is principally
invested in both standard and synthetic investment
contracts. Identified below are the insurance companies
and other financial institutions that have entered into
standard investment contracts as of December 31, 1993 with
the Master Trust to pay interest on funds invested with
them:
<PAGE>
<PAGE> 12
SUN COMPANY, INC. CAPITAL ACCUMULATION PLAN
NOTES TO FINANCIAL STATEMENTS (Continued)
1. GENERAL DESCRIPTION (Continued)
------------------------------
% of Master
Trust
Net Assets
Effective Annual at 12/31 Last
Interest Rate ------------- Maturity
Financial Institution (Net of Expenses) 1993 1992 Date
- - - - - --------------------- ----------------- ------------- --------
Allstate Life Insurance Company 9.00% -- 3% 4/1/93
Bankers Trust Company 8.53% 2% 5% 10/31/94
CIGNA Corporation 9.00% 3% 3% 12/17/95
Hartford Life Insurance Company 8.31% 3% 4% 7/15/97
John Hancock Mutual Life
Insurance Company 9.27% -- 3% 6/30/93
Metropolitan Life Insurance
Company 9.25% 8% 13% 5/31/95
Morgan Bank (Delaware) 8.56% 4% 4% 1/16/96
New York Life Insurance Co. 7.35% 2% 2% 3/1/97
Principal Mutual Life Insurance
Company 9.15% 4% 4% 9/29/95
Principal Mutual Life Insurance
Company 9.22% 10% 10% 12/10/96
Provident National Assurance Co. 8.70% 4% 3% 6/20/96
Provident National Assurance Co. 8.46% 2% 3% 11/15/95
Provident National Assurance Co. 8.35% 4% 3% 5/15/96
Prudential Asset Management Co. 9.95% -- 2% 9/30/93
Prudential Asset Management Co. 5.53% 2% -- 2/15/98
Prudential Asset Management Co. 8.76% 10% 9% 12/31/94
The Travelers Companies 9.66% 3% 5% 2/28/95
Other 6.90% 1% -- 9/15/96
--- ---
62%* 76%*
=== ===
- - - - - -----------
*Of the remaining 38% Master Trust net assets at December 31, 1993, 33% are
invested in synthetic investment contracts with People's Security Life
Insurance Company (14 percent) and Bankers Trust Company (19 percent).
The other 5 percent of Master Trust net assets at December 31, 1993 and
all of the remaining 24 percent Master Trust net assets at December 31,
1992, are invested principally in U.S. government-backed and agency
obligations and short-term investments held in commingled bank investment
funds maintained by Bankers Trust Company and Wells Fargo Institutional
Trust Company.
<PAGE>
<PAGE> 13
SUN COMPANY, INC. CAPITAL ACCUMULATION PLAN
NOTES TO FINANCIAL STATEMENTS (Continued)
1. GENERAL DESCRIPTION (Continued)
------------------------------
The synthetic investment contracts are composed of
underlying assets and "wrappers", which are contracts that
enable withdrawals to be made at contract value, rather than
at the market value of the underlying assets. The contract
with People's Security Life Insurance Company has underlying
assets of five separate FNMA Collateralized Mortgage
Obligation issues and the contract with Bankers Trust
Company has underlying assets of a portfolio of government-
backed collective trust funds. Interest crediting rates for
these contracts are reset at least quarterly, as specified
in the respective contracts, (at December 31, 1993 the
crediting rates ranged from 5.12% to 5.97% for the People's
Security Life Insurance Company contract, while the Bankers
Trust Company contract crediting rate was reset at 6.20%)
and over time the contracts will earn the rate of return of
the underlying assets.
The Plan's relative interest in the standard investment
contracts with insurance companies or other financial
institutions described above represents the maximum
potential credit losses from concentrations of credit risk
in Fund C in accordance with the provisions of Statement of
Financial Accounting Standards No. 105, "Disclosure of
Information about Financial Instruments with Off-Balance-
Sheet Risk and Financial Instruments with Concentrations of
Credit Risk" (SFAS No. 105). SFAS No. 105 requires that
such losses be determined assuming (1) complete
nonperformance by the counterparties to the transactions and
(2) any related collateral has no value. There is no
collateral associated with the investments in Fund C.
Management believes that future credit losses of the Plan's
investment in the Master Trust, if any, would not be
material in relation to Fund C's net assets available for
plan benefits at December 31, 1993. There are no other
significant concentrations of credit risk in other Plan
assets.
Fund D: The Sun Common Stock Fund - a fund established August 1,
1989 to be invested principally in Sun Common Stock which
consists only of participant contributions. Cash
contributions directed for investment in Fund D are used by
Mellon Bank to purchase Sun Common Stock on securities
exchanges, from Sun Company, Inc., or from any other bona
fide offeror of such Sun Common Stock, at the lowest price
obtainable at the time.
<PAGE>
<PAGE> 14
SUN COMPANY, INC. CAPITAL ACCUMULATION PLAN
NOTES TO FINANCIAL STATEMENTS (Continued)
1. GENERAL DESCRIPTION (Continued)
------------------------------
ESOP
Fund: The Employee Stock Ownership Plan Fund - a fund to be
invested principally in Sun Common Stock, which constitutes
an employee stock ownership plan under Section 4975(e)(7) of
the Code. The ESOP Fund also includes the investments of
the Sun Company, Inc. Employee Stock Ownership Plan (ESOP)
and the Sun Company, Inc. Payroll Employee Stock Ownership
Plan (PAYSOP) which were merged into the Plan effective
January 1, 1987. Cash contributions directed for investment
in the ESOP Fund are used by Mellon Bank to purchase Sun
Common Stock on securities exchanges, from Sun Company,
Inc., or from any other bona fide offeror of such Sun Common
Stock, at the lowest price obtainable at the time. Only
company contributions may be invested directly in the ESOP
Fund.
Each of the funds may invest in short-term investments for purposes of
administering the funds, including satisfying the transfer and
withdrawal requests of participants.
Investment of Employers' Contributions:
--------------------------------------
All company contributions are invested in the ESOP Fund. Company
contributions are in the form of cash, Sun Common Stock or a
combination of the two.
Earnings from dividends and interest on Funds A, B, C and D are
retained by the Trustee and reinvested in the same fund. A
participant who has funds in the ESOP Fund may elect to receive a
payment equal to the dividends due on certain shares attributable to
his account in the ESOP Fund (dividend equivalents). Cash dividends
on Sun Common Stock transferred to the participant's account from the
PAYSOP are distributed to participants in the sole discretion of the
Plan Administrator. However, dividend equivalents are not paid to
participants if they are less than $10.00; instead, they are
reinvested in Sun Common Stock and held in the participant's account
in the ESOP Fund. Dividends on Sun Common Stock in the ESOP Fund for
which a participant has not elected to receive an equivalent
distribution, or which are not eligible for payment, are credited to
his account in the ESOP Fund and are reinvested in Sun Common Stock by
the trustee.
<PAGE>
<PAGE> 15
SUN COMPANY, INC. CAPITAL ACCUMULATION PLAN
NOTES TO FINANCIAL STATEMENTS (Continued)
1. GENERAL DESCRIPTION (Continued)
------------------------------
Rollovers, Withdrawals and Transfers:
------------------------------------
Certain employees of Sun may roll over the taxable portion of a
distribution from a tax-qualified plan of a previous employer into the
Plan, provided certain conditions imposed by the Plan Administrator
are met. Effective March 1, 1992, employees who retire and elect to
defer the distribution of their Plan account may also directly roll
over the taxable portion of distributions from other Sun tax-qualified
plans into the Plan.
Effective January 1, 1992, upon retirement or other termination of
employment, the balances credited to a participant's account will be
held in the Plan until the participant reaches age 70 1/2, unless the
participant elects an earlier distribution. Prior to January 1, 1992,
the balances credited to a participant's account were held in the Plan
until the participant's 65th birthday, unless the participant elected
an earlier distribution. Alternatively, a participant who terminates
service may request that the account balance be transferred to an
individual retirement account or annuity or a defined contribution
plan maintained by his or her successor employer.
Beginning March 1, 1992, retirees or terminated vested persons,
regardless of age, may elect to take periodic distributions either
through withdrawals every six months in varying amounts or in
substantially equal payments every six months over the participant's
remaining life expectancy.
A participant during employment may withdraw up to 100% of Matching
Employer Contributions, including any earnings thereon, and his ESOP
sub-account under the ESOP Fund, if any, provided that such
contributions have been in the Plan for two years. In addition, a
participant may withdraw up to 100% of Additional Post-Tax
Contributions including any earnings thereon. Withdrawals are
permitted once every six months.
Withdrawals from Funds A and B are made in cash only while those from
Fund C may be made in cash or as an annuity. Withdrawals from Fund D
and the ESOP Fund are made in the form of Sun Common Stock or cash at
the participant's discretion. Withdrawals of Sun Common Stock are
valued at the closing market prices on the last business day of the
month in which the notice of withdrawal has been processed by the
Plan. Withdrawals will be distributed from participants accounts in
the following order:
Fund C
Fund B
Fund A
Fund D
Fund ESOP
<PAGE>
<PAGE> 16
SUN COMPANY, INC. CAPITAL ACCUMULATION PLAN
NOTES TO FINANCIAL STATEMENTS (Continued)
1. GENERAL DESCRIPTION (Continued)
------------------------------
While actively employed, a participant generally is not entitled to
withdraw Basic Pre-Tax Contributions, Basic Post-Tax Contributions,
Additional Pre-Tax Contributions, including earnings thereon, or the
PAYSOP sub-account under the ESOP Fund.
The Plan Administrator has the authority, in his sole discretion, to
direct the Trustee to lend a participant an amount not exceeding
certain specified portions of the participant's account balance in the
Plan. However, the Plan Administrator has made no decision as to
whether or not this authority will ever be exercised.
A participant may transfer investments in Funds A, B, C, D and the
ESOP Fund to any of the other funds, subject generally to the
following rules. A participant may elect to change the investment
allocation percentage for Funds A, B, C, D or the ESOP Fund or to
transfer a specified dollar amount for Funds A, B and C or share
equivalents for Fund D and the ESOP Fund. Transfers or changes in
fund allocation percentages may be made once every three months. A
participant may not transfer the PAYSOP sub-account (if any) under the
ESOP Fund to any of the other funds; however, a portion of the PAYSOP
sub-account may be converted for participants who have attained age 55
and have 10 or more years of participation in the Plan. A participant
may transfer the ESOP sub-account (if any) under the ESOP Fund to any
of the other funds. If the Plan incurs a loan for the purchase of a
significant amount of Sun Common Stock and shares are allocated to a
participant's account as the loan is repaid, these allocated shares
will be available for transfer to any of Funds A, B, C or D, except to
the extent that the Plan Administrator utilizes these shares to
satisfy Sun's obligation with respect to any Matching Employer
Contributions.
Should total withdrawals or transfers from a fund during a month cause
the trustee to liquidate securities, resulting in a gain or loss to
the fund, such gain or loss will be allocated, pro rata, among the
participants who made such withdrawals or transfers during that month.
Withdrawals and transfers of Sun Common Stock may be subject to a
maximum 500,000 shares per month limitation if certain conditions are
not met.
Notwithstanding the foregoing, benefit payments shall be made in
accordance with the Code and IRS regulations and shall be made to a
participant and/or his designated beneficiary not later than April 1
of the calendar year following the calendar year in which the
participant attains 70 1/2 years of age.
<PAGE>
<PAGE> 17
SUN COMPANY, INC. CAPITAL ACCUMULATION PLAN
NOTES TO FINANCIAL STATEMENTS (Continued)
1. GENERAL DESCRIPTION (Continued)
------------------------------
Fund D and the ESOP Fund Voting and Tender Offer Rights:
-------------------------------------------------------
Participants have voting rights for the Sun Common Stock held by the
trustee which has been credited to the participants' accounts. Such
common stock credited to participants' accounts for which no voting
instructions are received will be voted by the trustee in the same
proportion as common stock for which instructions have been received.
Notwithstanding any other provisions of the Plan, in the event any
person (other than Sun Company, Inc. or any of its affiliates) makes a
public offering for any Sun Common Stock, each participant may
instruct the trustee to tender all, but not less than all of the Sun
Common Stock credited to the participant's account in Fund D or the
ESOP Fund. Any Sun Common Stock held by the trustee in Fund D or the
ESOP Fund which has been credited to a participant's account and for
which it receives no instructions will not be tendered.
If the Plan incurs a loan to purchase a significant amount of Sun
Common Stock, shares which have not been allocated to participants'
accounts and which remain in the suspense account will be voted by the
trustee in accordance with voting instructions given by the
participants. Each participant will be entitled to instruct the
trustee with respect to a pro rata portion of the shares held in the
suspense account, determined according to the ratio which the
allocated shares in the participant's account bears to the total of
all allocated shares in all participants' accounts. If a participant
fails to exercise these voting rights, the trustee will vote such
shares in the same proportion as the trustee is required to vote
shares for which instructions have been received. In the event of a
public offering for shares by any person (other than Sun Company, Inc.
or any of its affiliates), each participant will be entitled to give
instructions to the trustee with respect to such pro rata portion of
the unallocated shares in the suspense account. Any unallocated
securities held by the trustee as to which it receives no instructions
will not be tendered.
While it is Sun's view that such voting and tender instructions given
to the trustee with respect to shares held in the suspense account,
and voting and tender requirements with respect to allocated shares
for which no participant directions are given, are consistent with
ERISA, the U.S. Department of Labor (DOL) in the past has taken a
different position under certain circumstances with respect to plans
of other companies. If the DOL's position prevails, the trustee may
be required to make some of the decisions on voting and tender in its
sole discretion. In this regard, the Tax Reform Act of 1986 (Tax
Reform Act) lends support to Sun's position with respect to these Plan
provisions.
<PAGE>
<PAGE> 18
SUN COMPANY, INC. CAPITAL ACCUMULATION PLAN
NOTES TO FINANCIAL STATEMENTS (Continued)
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
------------------------------------------
Investments:
-----------
The valuation of the Plan's interests in commingled funds (Fund A, B,
D and the ESOP Fund) is based on the market value of the assets held
in the funds; the Plan's relative interest in such funds is determined
by the trustee on a unit-method basis. The valuation of Funds A and B
is based on the closing market price of the assets which comprise the
funds on the last business day of the Plan year. The Plan's relative
interest in investments in both standard and synthetic investment
contracts with insurance companies or other financial institutions
held by the Master Trust included in Fund C are stated at contract
value (which equals original cost plus interest accrued less any
withdrawals). The Plan's management believes that the contract value
of all of its investment contracts approximates fair value. Although
interest rates for similar investments have declined in recent years,
the ability of participants to make withdrawals at contract value
minimizes the impact of these rate changes on the contracts' fair
value. However, since there is no significant secondary market for
these investments, contract value may not be indicative of amounts
that could be realized in a current market exchange. The Plan's
relative interest in investments in U.S. government-backed and agency
obligations held by the Master Trust are carried at the estimated
market value of the assets held in such commingled funds. The
valuation of Sun Common Stock in Fund D and the ESOP Fund is based on
the closing market price on the last business day of the Plan year.
Purchases and sales of securities are reflected on a trade-date basis.
Dividend income is reported on the ex-dividend date; interest income
is recorded as earned on an accrual basis. In the statements of
changes in net assets available for plan benefits, the net
appreciation (depreciation) in the fair value of investments consists
of the realized gains or losses and the unrealized appreciation
(depreciation) on Plan investments.
Benefits Paid to Participants:
-----------------------------
Benefits paid to participants, which include withdrawals and
distributions, are recorded upon distribution.
Administrative Expenses:
-----------------------
With the exception of the PAYSOP sub-account under the ESOP Fund, all
brokerage fees, taxes and other expenses related to the purchase and
sale of securities in Funds A, B, D and the ESOP Fund are paid out of
the respective assets of such funds. All investment expenses of
Fund C are paid out of the assets of such fund. All other costs and
expenses (other than the cost of services provided by Sun employees
<PAGE>
<PAGE> 19
SUN COMPANY, INC. CAPITAL ACCUMULATION PLAN
NOTES TO FINANCIAL STATEMENTS (Continued)
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
------------------------------------------------------
which are paid by Sun) incurred in administering the Plan are
generally charged, pro rata, to each of the respective funds. Up to
$100,000 of expenses related to the PAYSOP sub-account under the ESOP
Fund are paid from the sub-account; thereafter, all expenses are paid
by Sun.
3. SUPPLEMENTAL INFORMATION
------------------------
The net asset value per unit and the number of units in the Plan at
December 31, 1993 and 1992, respectively, are as follows:
At December 31, 1993 At December 31, 1992
------------------------- -------------------------
Net Asset Number Net Asset Number
Value of Value of
Per Unit Units Per Unit Units
---------- --------- ---------- ----------
Fund A $4.692 9,549,376 $4.270 8,561,429
Fund B $3.269 15,725,353 $2.830 10,456,459
Fund C $3.012 69,871,918 $2.794 71,095,174
Fund D $ .793 25,936,270 $ .753 23,660,670
ESOP Fund $1.726 62,943,085 $1.644 67,538,476
Net asset value per unit is computed by dividing the value of all
members' accounts by the units outstanding.
During the years ended December 31, 1993 and 1992, the Plan's
investments appreciated (depreciated) in value as follows:
NET APPRECIATION
(DEPRECIATION) IN FAIR VALUE 1993 1992
---------------------------------- ----------- ------------
Investments At Fair Value As
Determined By Quoted Market Price
---------------------------------
Sun Common Stock (Fund D and ESOP Fund) $ 6,455,505 $(9,977,414)
----------- -----------
Investments At Estimated Fair Value
-----------------------------------
Equities fund (Fund A) 2,743,311 1,559,426
Diversified investments fund (Fund B) 3,407,138 450,017
----------- -----------
6,150,449 2,009,443
----------- -----------
$12,605,954 $(7,967,971)
=========== ===========
<PAGE>
<PAGE> 20
SUN COMPANY, INC. CAPITAL ACCUMULATION PLAN
NOTES TO FINANCIAL STATEMENTS (Continued)
4. TRANSFER FROM THE SUNOLIN PLAN
------------------------------
Effective April 1, 1992, participants in the SunOlin Chemical Company
Thrift Plan (SunOlin Plan) became eligible to participate in the Plan.
In connection therewith, assets in the amount of $2,689,489 were
transferred from the SunOlin Plan into the Plan during 1992. This
transfer is included in transfers and rollovers from other tax-
qualified plans in the statement of changes in net assets available
for plan benefits for the year then ended.
5. TAX STATUS
----------
By letter dated June 22, 1989, the IRS ruled that the amendments to
conform various sections of the Plan to the Code were made in
accordance with the Code and the Plan continues to be qualified as a
tax-exempt plan with an underlying trust under Sections 401(a), 401(k)
and 501(a) of the Code and as an employee stock ownership plan under
Section 4975 (e)(7) of the Code. The Plan has been amended since
receiving the June 22, 1989 IRS letter; The Plan Administrator and the
Plan's tax counsel believe that the amended Plan complies with both
the design and operational requirements of the Code.
6. RECONCILIATION OF FINANCIAL STATEMENTS TO FORM 5500
---------------------------------------------------
The following is a reconciliation of net assets available for plan
benefits per the financial statements to the Internal Revenue Service
Form 5500 at December 31, 1993:
Net assets available for plan benefits
per the financial statements $435,873,291
Less: Benefit payments requested by
participants which have not yet
been paid at December 31, 1993 1,501,813
------------
Net assets available for plan benefits
per the Form 5500 $434,371,478
============
<PAGE>
<PAGE> 21
SUN COMPANY, INC. CAPITAL ACCUMULATION PLAN
NOTES TO FINANCIAL STATEMENTS (Continued)
6. RECONCILIATION OF FINANCIAL STATEMENTS TO FORM 5500 (Continued)
---------------------------------------------------------------
The following is a reconciliation of benefits paid to participants per
the financial statements to the Internal Revenue Service Form 5500 for
the year ended December 31, 1993:
Benefits paid to participants per
the financial statements $24,849,302
Add: Benefit payments requested by
participants which have not yet
been paid at December 31, 1993 1,501,813
-----------
Benefits paid to participants per
the Form 5500 $26,351,115
===========
Withdrawals requested by participants are recorded on the Form 5500
for benefit claims that have been processed and approved for payment
prior to December 31 but not yet paid as of that date.
<PAGE>
<PAGE> 22
<TABLE>
SUN COMPANY, INC.
CAPITAL ACCUMULATION PLAN
PN 002
E.I. 23-1743282
ASSETS HELD FOR INVESTMENT PURPOSES
AT DECEMBER 31, 1993
FOR IRS FORM 5500 - ITEM 27(a)
<CAPTION>
Description of Investment
-------------------------
Last
Identity of issue, borrower, lessor Maturity Rate of Cost Current
or similar party Date Interest Value Value
- - - - - ----------------------------------- -------- -------- ----- -------
<S> <C> <C> <C> <C>
VALUE OF INTEREST IN COMMINGLED FUNDS
- - - - - -------------------------------------
Bankers Trust Pyramid Directed Account
Cash Fund - - $ 801,477 $ 801,477
Mellon Bank
EB Temporary Investment Fund - - 2,021,620 2,021,620
Wells Fargo Institutional Trust Company
Money Market Fund - - 2,137,017 2,137,017
Equity Index Fund - - 30,096,767 43,829,388
U.S. Tactical Asset Allocation Fund - - 41,119,806 48,229,357
76,176,687 97,018,859
EMPLOYER RELATED INVESTMENT
Sun Company, Inc. Common Stock, 4,364,508 shares - - 123,837,759 128,208,050
$200,014,446 $225,226,909
/TABLE
<PAGE>
<PAGE> 23
<TABLE>
SUN COMPANY, INC.
CAPITAL ACCUMULATION PLAN
PN 002
E.I. 23-1743282
SCHEDULE OF REPORTABLE TRANSACTIONS
FOR IRS FORM 5500 - ITEM 27(d)
FOR THE YEAR ENDED DECEMBER 31, 1993
<CAPTION>
Original
Cost of Selling Transaction Gain or Purchase Transaction
Description Asset Price* Costs (Loss) Price* Costs
----------- ------------ ---------------------- --------------------------------
<S> <C> <C> <C> <C> <C> <C>
VALUE OF INTEREST IN COMMINGLED FUNDS
-------------------------------------
** Bankers Trust Pyramid Directed
Account Cash Fund $25,193,744 $25,193,744 $ -- $ -- $24,870,344 $ --
** Mellon Bank EB Temporary
Investment Fund $20,676,391 $20,676,391 $ -- $ -- $22,051,856 $ --
** Wells Fargo Bank Institutional Trust Company
Money Market Fund $20,287,642 $20,287,642 $ -- $ -- $22,035,624 $ --
U.S. Tactical Asset Allocation Fund$ --$ -- $ -- $ -- $16,982,389 $ --
EMPLOYER RELATED INVESTMENT
---------------------------
** Sun Company, Inc. Common Stock$ 7,850,181$ 8,116,956$ 15,245 $251,530$ 2,376,163 $ 3,762
- - - - - ----------------
* The selling price or purchase price, as applicable, was equal to the current value of the asset on the transaction date.
** Series of 5% transactions.
</TABLE>
<PAGE>
<PAGE> 24
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K
(a) The following document is filed as part of this report:
3. Exhibits:
23 - Consent of Independent Accountants for the Sun Company,
Inc. Capital Accumulation Plan.
<PAGE>
<PAGE> 1
EXHIBIT INDEX
Exhibit
Number Exhibit
- - - - - ------- -------
23 Consent of Independent Accountants for the Sun Company, Inc.
Capital Accumulation Plan.
<PAGE>
<PAGE> 1
EXHIBIT 23
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in the Sun Company, Inc.
Capital Accumulation Plan Form S-8 Registration Statement (Registration
No. 33-9931) of our report dated June 8, 1994 on our audits of the
financial statements and supplemental schedules of the Sun Company, Inc.
Capital Accumulation Plan as of December 31, 1993 and 1992 and for the
years then ended, which report is included in this Form 10-K/A.
COOPERS & LYBRAND
2400 Eleven Penn Center
Philadelphia, PA 19103
June 22, 1994
