<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON NOVEMBER 18, 1994
REGISTRATION NO. 33-56317
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- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
AMENDMENT NO. 1
TO
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
SUN COMPANY, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
PENNSYLVANIA 23-1743282
(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER IDENTIFICATION NO.)
INCORPORATION OR ORGANIZATION)
TEN PENN CENTER,
1801 MARKET STREET,
PHILADELPHIA, PENNSYLVANIA 19103-1699
(215) 977-3000
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF
REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
RICHARD L. CARTLIDGE,
SUN COMPANY, INC.,
TEN PENN CENTER,
1801 MARKET STREET,
PHILADELPHIA, PENNSYLVANIA 19103-1699
(215) 977-3000
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE,
OF AGENT FOR SERVICE)
COPIES TO:
JAMES D. EPSTEIN, ESQUIRE JOHN B. TEHAN, ESQUIRE
PEPPER, HAMILTON & SCHEETZ SIMPSON THACHER & BARTLETT
3000 TWO LOGAN SQUARE 425 LEXINGTON AVENUE
PHILADELPHIA, PENNSYLVANIA 19103-2799 NEW YORK, NEW YORK 10017-3954
(215) 981-4000 (212) 455-2000
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon as
practicable after the effective date of this Registration Statement.
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THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT
SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF
THE SECURITIES ACT OF 1933 OR UNTIL THIS REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A),
MAY DETERMINE.
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PART II
INFORMATION NOT REQUIRED IN THE PROSPECTUS
ITEM 16. EXHIBITS
<TABLE>
<C> <S>
*1 Form of Underwriting Agreement.
*4.1 Articles of Incorporation of Sun Company, Inc., as restated and amended
(incorporated by reference to Exhibit 4.5 to Registrant's Registration
Statement on Form S-3 (Registration No. 33-53717)).
*4.2 Sun Company, Inc. Bylaws, as restated and amended (incorporated by
reference to Exhibit 4.6 to Registrant's Registration Statement on Form
S-3 (Registration No. 33-53717)).
**5 Opinion of Jack L. Foltz, Esq., Vice President and General Counsel of
the Company or Jonathan C. Waller, Esq., Assistant General Counsel of
the Company.
*11 Statements re Sun Company, Inc. and Subsidiaries Computation of Per
Share Earnings for the Nine Months Ended September 30, 1994 and 1993 and
for the Years Ended December 31, 1993, 1992, 1991, 1990 and 1989
(incorporated by reference to Exhibit 11 to Registrant's Quarterly
Report on Form 10-Q for the quarter ended September 30, 1994 and to
Exhibit 11 to Registrant's Annual Reports on Form 10-K for the fiscal
years ended December 31, 1993 and 1991).
*23.1 Consent of Jack L. Foltz, Esq.
*23.2 Consent of Jonathan C. Waller, Esq., Assistant General Counsel of the
Company.
*23.3 Consent of Independent Accountants.
*24 Power of Attorney.
</TABLE>
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* Previously filed.
** Filed herewith.
ITEM 17. UNDERTAKINGS
(b) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to section 13(a) or section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
(h) Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
the registrant pursuant to the foregoing provisions or otherwise, the
registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the
Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than payment by the registrant
of expenses incurred or paid by a director, officer or controlling person of
the registrant in the successful defense of any action, suit, or proceeding) is
asserted by such director, officer or controlling person in connection with the
securities being registered, the registrant will, unless in the opinion of its
counsel the matter has been settled by controlling precedent, submit to a court
of appropriate jurisdiction the question whether such indemnification by it is
against public policy as expressed in the Act and will be governed by the final
adjudication of such issue.
II-1
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(i) The undersigned registrant hereby undertakes that:
(1) For purposes of determining any liability under the Securities Act of
1933, the information omitted from the form of prospectus filed as part of
a registration statement in reliance upon Rule 430A and contained in the
form of prospectus filed by the registrant pursuant to Rule 424(b)(1) or
(4) or 497(h) under the Securities Act shall be deemed to be part of the
registration statement as of the time it was declared effective.
(2) For the purpose of determining any liability under the Securities Act
of 1933, each post-effective amendment that contains a form of prospectus
shall be deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities at that
time shall be deemed to be the initial bona fide offering thereof.
II-2
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SIGNATURES
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THE REGISTRANT
CERTIFIES THAT IT HAS REASONABLE GROUNDS TO BELIEVE THAT IT MEETS ALL OF THE
REQUIREMENTS FOR FILING ON FORM S-3 AND HAS DULY CAUSED THIS AMENDMENT TO THE
REGISTRATION STATEMENT TO BE SIGNED ON ITS BEHALF BY THE UNDERSIGNED, THEREUNTO
DULY AUTHORIZED, IN THE CITY OF PHILADELPHIA AND COMMONWEALTH OF PENNSYLVANIA
ON THIS 18TH DAY OF NOVEMBER, 1994.
Sun Company, Inc.
/s/ Robert M. Aiken, Jr.
By __________________________________
ROBERT M. AIKEN, JR. SENIOR VICE
PRESIDENT AND CHIEF FINANCIAL
OFFICER
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THIS AMENDMENT TO
THE REGISTRATION STATEMENT HAS BEEN SIGNED BY OR ON BEHALF OF THE FOLLOWING
PERSONS IN THE CAPACITIES INDICATED ON THIS 18TH DAY OF NOVEMBER, 1994.
SIGNATURES TITLES
Robert M. Aiken, Jr. Senior Vice President and Chief
- ------------------------------------- Financial Officer (Principal Financial
ROBERT M. AIKEN, JR. Officer)
Robert H. Campbell* Chairman, Chief Executive Officer,
- ------------------------------------- President and Director (Principal
ROBERT H. CAMPBELL Executive Officer)
Raymond E. Cartledge* Director
- -------------------------------------
RAYMOND E. CARTLEDGE
Richard L. Cartlidge* Comptroller (Principal Accounting
- ------------------------------------- Officer)
RICHARD L. CARTLIDGE
Robert E. Cawthorn* Director
- -------------------------------------
ROBERT E. CAWTHORN
Mary J. Evans* Director
- -------------------------------------
MARY J. EVANS
Thomas P. Gerrity* Director
- -------------------------------------
THOMAS P. GERRITY
II-3
<PAGE>
SIGNATURES TITLES
James G. Kaiser* Director
- -------------------------------------
JAMES G. KAISER
Thomas W. Langfitt* Director
- -------------------------------------
THOMAS W. LANGFITT
R. Anderson Pew* Director
- -------------------------------------
R. ANDERSON PEW
Albert E. Piscopo* Director
- -------------------------------------
ALBERT E. PISCOPO
William F. Pounds* Director
- -------------------------------------
WILLIAM F. POUNDS
Director
- -------------------------------------
ALEXANDER B. TROWBRIDGE
*By /s/ Robert M. Aiken, Jr. Individually and as Attorney-in-Fact
-------------------------
ROBERT M. AIKEN, JR.
II-4
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EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT
NUMBER EXHIBIT
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<C> <S>
*1 Form of Underwriting Agreement.
*4.1 Articles of Incorporation of Sun Company, Inc., as restated and
amended (incorporated by reference to Exhibit 4.5 to Registrant's
Registration Statement on Form S-3 (Registration No. 33-53717)).
*4.2 Sun Company, Inc. Bylaws, as restated and amended (incorporated by
reference to Exhibit 4.6 to Registrant's Registration Statement on
Form S-3 (Registration No. 33-53717)).
**5 Opinion of Jack L. Foltz, Esq., Vice President and General Counsel of
the Company or Jonathan C. Waller, Esq., Assistant General Counsel of
the Company.
*11 Statements re Sun Company, Inc. and Subsidiaries Computation of Per
Share Earnings for the Nine Months Ended September 30, 1994 and 1993
and for the Years Ended December 31, 1993, 1992, 1991, 1990 and 1989
(incorporated by reference to Exhibit 11 to Registrant's Quarterly
Report on Form 10-Q for the quarter ended September 30, 1994 and to
Exhibit 11 to Registrant's Annual Reports on Form 10-K for the fiscal
years ended December 31, 1993 and 1991).
*23.1 Consent of Jack L. Foltz, Esq.
*23.2 Consent of Jonathan C. Waller, Esq., Assistant General Counsel of the
Company.
*23.3 Consent of Independent Accountants.
*24 Power of Attorney.
</TABLE>
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*Previously filed.
**Filed herewith.
II-5
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EXHIBIT 5
November 17, 1994
Sun Company, Inc.
Ten Penn Center
1801 Market Street
Philadelphia, PA 19103
Gentlemen:
I am the Assistant General Counsel for Sun Company, Inc. ("Sun"), a Pennsylvania
corporation. I have been asked to deliver this opinion in connection with the
registration under the Securities Act of 1933, as amended, of 9,200,000 shares
of Common Stock of Sun. I, or members of my staff, have examined Sun's corporate
records of Sun as I have deemed necessary or advisable in expressing this
opinion.
It is my opinion that the 9,200,000 shares of Common Stock of Sun covered by
Sun's registration statement on Form S-3 (File No. 33-56317), filed by Sun with
the Securities and Exchange Commission (the "Commission") on November 4, 1994 as
amended by Amendment No. 1 thereto filed by Sun on November 18, 1994 (the
"Registration Statement"), have been duly authorized and validly issued and are
fully paid and non-assessable.
I hereby consent to the filing of this opinion as an exhibit to the Registration
Statement.
Very truly yours,
/s/ Jonathan C. Waller
JONATHAN C. WALLER, ESQUIRE
Assistant General Counsel
