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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MARCH 10, 1994
REGISTRATION NO. 33-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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SUN COMPANY, INC.
(Exact name of registrant as specified in its charter)
Pennsylvania 23-1743282
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
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, Comptroller
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)
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Approximate date of commencement of proposed sale to the public: March
1994
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the
following box. (checked box)
If any of the securities being registered on this Form are to be offered
on a delayed or continuous basis pursuant to Rule 415 under the Securities Act
of 1933, other than securities offered only in connection with dividend or
interest reinvestment plans, check the following box. (unchecked box)
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CALCULATION OF REGISTRATION FEE
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PROPOSED PROPOSED
MAXIMUM MAXIMUM
TITLE OF EACH OFFERING AGGREGATE AMOUNT OF
CLASS OF SECURITIES AMOUNT TO BE PRICE OFFERING REGISTRATION
TO BE REGISTERED REGISTERED PER UNIT* PRICE* FEE
- -----------------------------------------------------------------------------
Common Stock,
$1 par value .... 800,000 shares $34.625 $27,700,000 $9,552
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*Estimated solely for the purpose of calculating the registration fee,
based upon the average of the high and low prices of the Common Stock
of the Registrant on March 3, 1994.
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SUN COMPANY, INC.
DIVIDEND REINVESTMENT PLAN
800,000 SHARES
COMMON STOCK ($1 PAR VALUE)
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The Sun Company, Inc. Dividend Reinvestment Plan (the "Plan") of Sun
Company, Inc. (the "Company") provides eligible holders of Sun Company,
Inc. Common Stock, $1 par value ("Sun Common Stock") with a simple and
convenient method of purchasing additional shares of Sun Common Stock
without fees of any kind.
A Participant in the Plan obtains additional shares of Sun Common
Stock by:
-- reinvesting cash dividends on all shares registered in the name of
the Participant as well as on those shares held in the Plan; and
-- making optional cash payments of up to a maximum of $10,000 in any
calendar quarter.
Reinvested cash dividends and optional cash payments will be used to
purchase Sun Common Stock which, at the option of the Company, will be
shares owned by the Company ("Treasury Shares"), shares purchased in the
open market by an agent independent of the Company or a combination of the
foregoing. Treasury Shares are shares of Sun Common Stock previously
issued which have been reacquired by the Company. The price of Treasury
Shares purchased under the Plan generally will be the New York Stock
Exchange Composite Transactions quotations closing price on the date of
purchase as reported in The Wall Street Journal. The price of Sun Common
Stock purchased in the open market will be the weighted average purchase
price excluding transaction costs such as brokerage commissions, transfer
taxes and service charges. Such costs will be paid by the Company. Those
holders of Sun Common Stock who do not participate in the Plan will receive
cash dividends, as declared, in the usual manner.
This Prospectus relates to 800,000 Treasury Shares registered for sale
under the Plan. Sun Common Stock is listed and traded on the New York
Stock Exchange, the Philadelphia Stock Exchange and several foreign
exchanges. Sun Common Stock is traded under the symbol "SUN." Sun Common
Stock also trades on several regional exchanges. The reported closing
price of Sun Common Stock on the New York Stock Exchange on March 3, 1994
was $34.75 per share.
PARTICIPANTS SHOULD RETAIN THIS PROSPECTUS FOR FUTURE REFERENCE.
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THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION NOR HAS THE SECURITIES AND EXCHANGE COMMISSION
OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
---------------
The date of this Prospectus is March 10, 1994.
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AVAILABLE INFORMATION
The Company is subject to the information requirements of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), and in
accordance therewith files reports, proxy statements, and other information
with the Securities and Exchange Commission (the "Commission"). Such
reports, proxy statements and other information can be inspected and copied
at the Public Reference facilities maintained by the Commission at 450
Fifth Street, N.W., Washington, D.C. 20549 and at the Commission's Regional
Offices at Northwestern Atrium Center, 500 West Madison Street, Suite 1400,
Chicago, Illinois 60661 and 7 World Trade Center, Suite 1300, New York, New
York 10005. Copies of such material can be obtained at prescribed rates
from the Commission's Public Reference Section, 450 Fifth Street, N.W.,
Washington, D.C. 20549. Reports, proxy material and other information
concerning the Company also may be inspected at the respective offices of
the New York Stock Exchange, Inc., 20 Broad Street, New York, New York
10005 and the Philadelphia Stock Exchange, Inc., 1900 Market Street,
Philadelphia, Pennsylvania 19103, on which Sun Common Stock is listed. The
Company has filed with the Commission a Registration Statement on Form S-3
(together with all amendments and exhibits, the "Registration Statement")
under the Securities Act of 1933, as amended (the "Securities Act"). This
Prospectus does not contain all information set forth in the Registration
Statement, certain parts of which have been omitted in accordance with the
rules and regulations of the Commission. For further information,
reference is hereby made to said Registration Statement.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents filed by the Company with the Commission are
incorporated in this Prospectus by reference:
1. The Company's Annual Report on Form 10-K for the fiscal year
ended December 31, 1993.
2. The Company's Current Report on Form 8-K dated February 24, 1994.
All documents subsequently filed by the Company pursuant to Sections
13(a), 13(c), 14 or 15(d) of the Exchange Act after the date of this
Prospectus and prior to termination of the offering made hereunder shall be
deemed to be incorporated by reference into this Prospectus and to be a
part hereof from the date of filing of such documents. Any statement
contained in a document incorporated or deemed to be incorporated by
reference herein shall be deemed to be modified or superseded for purposes
of this Prospectus to the extent that a statement contained herein or in
any other subsequently filed document which also is or is deemed to be
incorporated by reference herein modifies or supersedes such statement.
Any such statement so modified or superseded shall not be deemed, except as
so modified or superseded, to constitute part of this Prospectus.
The Company will furnish without charge to each person to whom this
Prospectus is delivered, upon written or oral request, a copy of any or all
of the documents incorporated by reference (other than Exhibits to such
documents). Requests should be directed to:
Sun Company, Inc.
Ten Penn Center
1801 Market Street
Philadelphia, Pennsylvania 19103-1699
Attention: Corporate Secretary
Telephone: 215-977-3000
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THE COMPANY
Sun Company, Inc. was incorporated in Pennsylvania in 1971 and it or
its predecessors have been active in the petroleum industry since 1886.
Its principal executive offices are located at Ten Penn Center, 1801 Market
Street, Philadelphia, PA 19103-1699. Its telephone number is 215-977-3000.
The Company, through its subsidiaries, is principally a petroleum
refiner and marketer with interests in oil and gas exploration and
production and oil sands mining. Hereafter, the term "Sun" means the
Company and its subsidiaries.
Sun's petroleum refining and marketing operations include the
manufacturing and marketing of a full range of petroleum products,
including fuels, lubricants and petrochemicals, and the transportation of
crude oil and refined products. These operations are conducted in the
United States and Canada. Sun's oil and gas exploration and production
operations consist of exploration for and development, production and
marketing of crude oil and condensate, natural gas and natural gas liquids.
Exploration activities are conducted in Canada while development,
production and marketing activities are conducted primarily in Canada and
the United Kingdom sector of the North Sea. Oil sands mining operations,
which consist of production of synthetic crude oil by mining oil sands and
upgrading the bitumen extracted from the oil sands, are conducted in
western Canada.
Sun also has interests in coal, real estate and leasing operations in
the United States. Each of these businesses is subject to a plan of
disposition which management is actively pursuing.
THE PLAN
The Plan, as amended and restated, was approved by the Company's Board
of Directors on February 7, 1991 and implemented in September 1991. The
following questions and answers constitute the Plan:
PURPOSE
1. What is the purpose of the Plan?
The primary purpose of the Plan is to provide eligible holders of
record of Sun Common Stock with a simple and convenient way to invest in
Sun Common Stock without payment of any transaction costs. Participants
will have cash dividends automatically reinvested on all shares registered
in the name of such Participant as well as on those shares held in the
Plan. Participants also may invest in additional shares of Sun Common
Stock by making optional cash purchases up to a maximum of $10,000 in any
calendar quarter per account. To the extent such shares are purchased from
the Company, the Company will receive additional funds for general
corporate purposes.
PARTICIPATION
2. Who is eligible to participate?
All holders of record of Sun Common Stock, other than brokers and
nominees, are eligible to participate in the Plan. If Sun Common Stock is
currently registered in a shareholder's own name, the shareholder may
participate directly in the Plan. A shareholder whose shares are
registered in a name other than his or her own (for example, in the name of
a broker or nominee) must become a holder of record by having all or part
of such shares transferred into the shareholder's own name.
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3. How does an eligible shareholder participate?
Any eligible shareholder of Sun Common Stock may join the Plan by
completing and signing an Authorization Card and returning it to the
Company. A business reply envelope is provided for this purpose.
Authorization Cards may be obtained at any time by verbal or written
request to the Company. (See No. 27.)
4. When may an eligible shareholder join the Plan?
An eligible shareholder of Sun Common Stock may join the Plan at any
time. If an Authorization Card requesting reinvestment of cash dividends
is received by the Company on or before the record date established for a
particular dividend, reinvestment will commence with that dividend. If an
Authorization Card is received from a shareholder after the record date
established for a particular cash dividend, the reinvestment of dividends
will begin on the dividend payment date following the next record date
provided such shareholder is still a holder of record.
Dividend record dates and the related payment dates for any cash
dividends which may be declared on Sun Common Stock are anticipated to be
as follows during the last three quarters of 1994 and the first quarter of
1995:
RECORD DATE PAYMENT DATE
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May 10, 1994 June 10, 1994
August 10, 1994 September 9, 1994
November 10, 1994 December 9, 1994
February 10, 1995 March 10, 1995
It is anticipated that record dates and payment dates for any cash
dividends which may be declared on Sun Common Stock in the future will be
at approximately the same times of the year as listed above.
Once in the Plan, a shareholder will remain a Participant until such
time as the shareholder elects to discontinue participation or the Plan is
terminated.
5. What instructions are provided to the Company by the Authorization Card?
The Authorization Card directs the Company to reinvest automatically
any cash dividends on the Participant's shares of Sun Common Stock held by
the Plan ("Plan Shares") as well as on the Participant's shares held of
record until a Participant withdraws from the Plan altogether or until the
Plan is terminated. On the dividend payment date, the cash dividends will
be reinvested in as many whole and fractional shares of Sun Common Stock as
can be purchased in accordance with the Plan.
ADMINISTRATION
6. Who administers the Plan?
The Securityholder Services Department of the Company performs the
majority of administrative functions related to the Plan, including general
administration and maintenance of Participants' accounts. Mellon Bank
N.A., Corporate Trust Department, 7th and Market Streets, Philadelphia, PA
19106 (the "Bank"), as an agent, performs certain investment and custodial
functions for the Plan. The Bank will purchase shares of Sun Common Stock,
other than Treasury Shares, for Plan Participants and will be custodian of
all Plan Shares. The Plan Shares will be registered in the name of the
Bank (or its nominee).
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ADVANTAGES
7. What are the advantages of the Plan?
Under the Plan, no transaction costs are paid by a Participant in
connection with purchases of Treasury Shares or shares purchased on the
open market. Full investment of funds is possible under the Plan because
fractions of shares, as well as whole shares, will be credited to a
Participant's account. Dividends with respect to such fractions, as well
as whole shares, will be reinvested in additional shares and such shares
will be credited to a Participant's account. Regular statements of account
will provide simplified recordkeeping. A Participant will avoid the need
for safekeeping of certificates for shares credited to his or her account
under the Plan through the free custodial service provided under the Plan.
PURCHASES
8. What is the source of Sun Common Stock purchased under the Plan?
At the option of the Company, Plan Shares will be: (a) purchased
directly from the Company, in which event such shares will be Treasury
Shares; (b) purchased in the open market; or (c) a combination of the
foregoing.
9. When will shares be purchased under the Plan?
Purchases of Treasury Shares will be made on the relevant Investment
Date (as defined in No. 10 below). Purchases on the open market may begin
three business days prior to the Investment Date and will be completed by
the Investment Date, except where completion at a later date is necessary
or deemed appropriate by the Bank. Such purchases may be made on any
securities exchange where such shares are traded, in the over-the-counter
market, or by negotiated transactions and may be subject to such terms as
the Bank may agree. Neither the Company nor any Participant shall have any
authority or power to direct the time or price at which shares may be
purchased, or the selection of the broker or dealer through or from whom
purchases are to be made.
10. How is the Investment Date determined?
An Investment Date is any date on which the Company or its agent
determines the number of whole and fractional shares of Sun Common Stock
that will be credited to each Participant's account based upon the purchase
price for such shares and the amount of money to be invested for the
Participant. It is expected that there will be eight Investment Dates
during a year and that there will not be more than one Investment Date in
any given month.
Every date on which the Company makes a cash dividend payment on Sun
Common Stock will be an Investment Date (usually in March, June, September
and December). In the months following cash dividend payment dates
(usually April, July, October and January) the Investment Date generally
will be the last business day of that month.
Should an Investment Date fall on a date when the New York Stock
Exchange is closed, the first day immediately prior to such date on which
the New York Stock Exchange is open will be the Investment Date.
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11. What will be the price to the Participant of shares purchased
under the Plan?
The price to the Participant of Treasury Shares purchased from the
Company generally will be the New York Stock Exchange Composite
Transactions quotations closing price for Sun Common Stock on the relevant
Investment Date as reported in The Wall Street Journal. If there is no
trading in Sun Common Stock on the New York Stock Exchange for a
substantial amount of time during the relevant Investment Date, the
purchase price per share for Treasury Shares will be determined by the
Company on the basis of such market quotations as it deems appropriate. In
the case of open market purchases by the Bank, the price will be the
weighted average purchase price excluding transaction costs.
12. How will the number of shares purchased for a Participant be
determined?
A Participant's account in the Plan will be credited with that number
of shares, including fractions computed to three decimal places, equal to
the total amount to be invested by such Participant, after federal tax
withheld, if any, divided by the purchase price per share.
OPTIONAL CASH PAYMENTS
13. How does the optional cash payment feature of the Plan work?
All eligible holders of record of Sun Common Stock who have submitted a
signed Authorization Card and have reinvested at least one dividend payment
are eligible to make optional cash payments at any time. The same amount
of optional cash payment need not be made each quarter and there is no
obligation to make an optional cash payment in any quarter. Optional cash
payments cannot exceed $10,000 per account in any calendar quarter.
Interest will not be paid by the Company or the Bank on cash payments held
pending investment. Optional cash payments received by the Company will be
held until the next available Investment Date.
14. How may optional cash payments be made?
Optional cash payments may be made by use of a cash payment form which
will be attached to each Participant's statement of account. All optional
cash payments may be made by enclosing with the cash payment form a check
or money order in United States dollars, payable to "Sun Company, Inc.,
Agent."
15. May optional cash payments be returned to a Participant?
Optional cash payments received by the Company will be returned to a
Participant upon written request by such Participant received by the
Company at least five business days prior to the Investment Date.
COSTS
16. What are the costs to a Participant in the Plan?
A Participant will incur no transaction costs for purchases of Plan
Shares. All such costs and those related to the administration of the Plan
will be paid by the Company.
Any transaction costs related to a sale by the Bank of all or part of
the shares held for a Participant under the Plan will be charged to the
Participant. (See Nos. 19 and 21.)
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REPORTS TO PARTICIPANTS
17. What kinds of reports will be sent to Participants?
As soon as practicable after each purchase of shares, a Participant
will receive a statement of account setting forth year-to-date information
to include the following: the number of shares subject to reinvestment; the
amount invested; total shares purchased; total shares in the Plan; and,
taxes withheld. This statement should be retained for tax purposes.
In addition, each Participant will receive copies of the tax
information provided to the Internal Revenue Service on Forms 1099 and
1042, as appropriate, and copies of all communications sent to
shareholders.
CERTIFICATES FOR SHARES
18. Will certificates be issued for shares purchased?
Plan Shares will be held in the name of the Bank or its nominee. This
service protects against the loss, theft or destruction of the stock
certificates evidencing Plan Shares. However, certificates will be issued
to any Participant upon specific written request. (See No. 19.)
Each account under the Plan will be maintained in the name in which
certificates of the Participant were registered at the time the Participant
entered the Plan. A Participant who wishes to pledge shares credited to
the Participant's Plan account must first withdraw such shares from his or
her account.
WITHDRAWAL OF SHARES IN PLAN ACCOUNTS
19. How may shares be withdrawn from a Plan Account?
Plan Shares credited to a Participant's account may be withdrawn in
part or in total by a Participant by notifying the Company in writing
specifying the number of shares to be withdrawn. Certificates for whole
shares of Sun Common Stock so withdrawn will be issued to and registered in
the name of the Participant unless otherwise specified by appropriate
documentation. A check for the value of any fractional shares withdrawn
will be sent to the Participant.
If the Participant so requests, the Bank will sell all or a portion of
the Participant's Plan Shares and remit the proceeds, less any related
transaction costs. Such proceeds will be based on the average price of the
shares sold by the Bank on behalf of the Plan that day.
20. Will dividends on shares withdrawn from the Plan continue to be
reinvested?
Cash dividends with respect to shares withdrawn from a Participant's
account will continue to be reinvested if such shares are registered in the
Participant's name.
TERMINATION OF PARTICIPATION
21. How and when may a Participant terminate participation in the Plan?
A Participant may terminate participation in the Plan at any time by
notice in writing to the Company. The request for termination will then be
processed as promptly as possible. If the request to terminate is received
by the Company on or after the ex-dividend record date for a cash dividend
payment, such request
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to terminate may not become effective until such dividend has been
reinvested and the shares of Sun Common Stock purchased are credited to the
Participant's account under the Plan. Any optional cash payments which had
been sent to the Company prior to the request to terminate will also be
invested unless return of the amount is expressly requested in the request
for termination and such request is received at least five business days
prior to the Investment Date. See No. 4 above for the approximate timing
of dividend record and payment dates. In addition, if a Participant ceases
to be a holder of record of Sun Common Stock, the Company, after notice to
the Participant, will terminate that person's participation in the Plan.
As soon as practicable following termination, the Company will send the
shareholder a certificate for the whole shares and a check for any
fractional shares credited in the Plan. If the Participant so requests,
the Bank will sell all or a portion of the Participant's Plan Shares and
remit the proceeds, less any related transaction costs. Such proceeds will
be based on the average price of the shares sold by the Bank on behalf of
the Plan that day.
After termination, dividends will be paid to the shareholder in cash.
A shareholder may rejoin the Plan at any time by completing and signing an
Authorization Card and returning it to the Company.
STOCK DIVIDENDS, STOCK SPLITS, RIGHTS OFFERINGS AND OTHER DISTRIBUTIONS
22. What happens if the Company pays a stock dividend, has a stock
split, offers stock rights or makes some other type of distribution or
offering to shareholders?
Plan Participants will be treated the same as all other holders of Sun
Common Stock in the event the Company pays a stock dividend, has a stock
split, offers stock rights or makes some other type of distribution or
offering to shareholders. At its discretion, the Company may either credit
the Participant's account or distribute all or a portion of such stock,
property or rights (including the amount allocable to Plan Shares) directly
to the Participant.
VOTING RIGHTS
23. How will shares credited to a Participant's account in the Plan be
voted at shareholders' meetings?
For each shareholders' meeting, a Participant will receive proxy
material that will enable the Participant to vote both the shares
registered in the Participant's name directly and the shares credited to
the Participant's account. If a Participant desires, the Participant may
attend the shareholders' meeting and vote all such shares in person.
INCOME TAX CONSEQUENCES
24. What are the income tax consequences of participation in the Plan?
Each Participant will be treated for federal income tax purposes as
having received, on each dividend payment date, a dividend equal to the
full amount of the cash dividend payable on such date with respect to the
Participant's Plan Shares and shares held of record, even though that
amount is not actually received by the Participant in cash, but instead, is
applied to the purchase of additional shares of Sun Common Stock for the
Participant's account under the Plan.
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Additionally, when the Bank purchases shares of Sun Common Stock in the
open market for a Participant's account with reinvested dividends or
optional cash payments, a Participant must include in gross income for the
year any transaction costs paid by the Company which are attributable to
the purchase of the Participant's shares. No transaction costs are
incurred in connection with a purchase of Treasury Shares from the Company.
The Participant's basis in the Plan Shares will be equal to their
purchase price plus transaction costs, if any. The holding period for Plan
Shares will begin on the Investment Date.
Dividends available for reinvestment under the Plan will be reduced by
any federal tax required to be withheld under existing law at the time of
the dividend payments. Participants would include in gross income the full
dividend amount. Amounts withheld will be forwarded to the Internal
Revenue Service to be applied against the Participant's federal tax
obligations.
A Participant who receives, upon withdrawal from or termination of the
Plan, a cash payment for the sale of Plan Shares or any fractional share
held in a Participant's account will realize a gain or loss measured by the
difference between the amount of the cash received and the Participant's
basis in such shares or fractional share. Such gain or loss will be
capital in character if such shares or fractional share are a capital asset
in the hands of the Participant.
For further information as to tax consequences of participation in the
Plan, Participants should consult with their own tax advisors.
RESPONSIBILITY OF THE COMPANY AND THE BANK
25. What are the responsibilities of the Company and the Bank under
the Plan?
Neither the Company nor the Bank will be liable for any act done in
good faith or for any good faith omission to act, including without
limitation, any claim of liability arising out of failure to terminate a
Participant's account upon such Participant's death, the prices at which
shares are purchased or sold for the Participant's account, the times when
purchases or sales are made, or fluctuations in the market value of Sun
Common Stock.
THE PARTICIPANT SHOULD RECOGNIZE THAT NEITHER THE COMPANY NOR THE BANK
CAN PROVIDE ANY ASSURANCE OF A PROFIT OR PROTECTION AGAINST LOSS ON ANY
SHARES OF SUN COMMON STOCK PURCHASED OR HELD UNDER THE PLAN.
SUSPENSIONS, MODIFICATION OR TERMINATION OF THE PLAN
26. May the Plan be suspended, modified or terminated?
While the Plan is intended to continue indefinitely, the Company
reserves the right to suspend or terminate the Plan or any provision
thereof at any time. It also reserves the right to make modifications to
the Plan. Participants will be notified of any such suspension,
termination or modification.
THE COMPANY RESERVES THE RIGHT TO TERMINATE ANY PARTICIPANT'S
PARTICIPATION IN THE PLAN AT ANY TIME. ANY QUESTION OR INTERPRETATION
ARISING UNDER THE PLAN WILL BE DETERMINED BY THE COMPANY AND ANY SUCH
DETERMINATION WILL BE FINAL.
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COMMUNICATIONS REGARDING THE PLAN
27. Who should be contacted with questions about the Plan?
All communications regarding the Plan should be directed to:
Sun Company, Inc.
Securityholder Services
Dividend Reinvestment Plan
Three Christina Centre
Suite 1300
201 North Walnut Street
Wilmington, DE 19801-3979
Telephone: 800-888-8494
DESCRIPTION OF CAPITAL STOCK
The authorized capital stock of the Company consists of 200,000,000
shares of Sun Common Stock, $1 par value, of which 106,714,811 shares were
outstanding on February 28, 1994, and 15,000,000 shares of Cumulative
Preference Stock without par value (the "Preference Stock"), none of which
are outstanding.
All shares of Sun Common Stock presently outstanding are duly
authorized and fully paid and nonassessable. Holders of Sun Common Stock
are entitled to one vote per share on any matter submitted to the
shareholders. The Sun Common Stock is not redeemable or convertible and
the holders of the Sun Common Stock do not have any pre-emptive right to
purchase securities of the Company. Upon dissolution of the Company, the
holders are entitled to receive ratably all of the assets, if any, which
remain legally available for distribution to the Company's shareholders
after the liquidation preferences of the Company's Preference Stock, if
any, have been satisfied in full. The holders of the Sun Common Stock
outstanding from time to time are entitled to receive dividends as and when
declared by the Board of Directors of the Company.
The Board of Directors of the Company is authorized without further
shareholder action to provide for the issuance of up to 15,000,000 shares
of Preference Stock in one or more series and to determine the
designations, preferences, dividend rates, liquidation rights, voting
rights, conversion rights, redemption rights and such other provisions as
may be determined by the Board of Directors pursuant to Pennsylvania law.
However, each share of Preference Stock may not be converted into more than
one share of Sun Common Stock (as adjusted pursuant to certain events) or
entitle the holder thereof to more than one vote.
The Company has outstanding $10 million principal amount of 6-3/4%
convertible subordinated debentures due 2012. These debentures are
convertible into shares of Sun Common Stock at any time prior to maturity
at a conversion price of $40.81 per share and are redeemable at the option
of the Company. At December 31, 1993, there were 246,166 shares of Sun
Common Stock reserved for this potential conversion.
Under the Company's Articles of Incorporation, a business combination
or other specified transaction entered into with a holder (with certain
exceptions) of more than 10% of the voting stock of the Company (a "Related
Person") must either: (a) be approved by a vote of the holders of not less
than 75% of the outstanding shares of the Company's voting stock held by
shareholders other than the Related
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Person; (b) be approved by two-thirds of the members of the Board of
Directors not affiliated with the Related Person; or (c) satisfy certain
minimum price criteria and procedural requirements with respect to the
remaining shareholders.
The Company acts as Transfer Agent and Registrar for Sun Common Stock.
USE OF PROCEEDS
The Company has no basis for estimating either the number of shares of
Sun Common Stock that ultimately will be sold pursuant to the Plan or the
prices at which such shares will be sold. However, the Company proposes to
use the net proceeds from any sale under this Prospectus of Treasury Shares
for general corporate purposes.
LEGAL MATTERS
The validity of the issuance of the Sun Common Stock offered hereby was
passed upon for the Company by Jack L. Foltz, Esq., Vice President and
General Counsel, Sun Company, Inc., Ten Penn Center, 1801 Market Street,
Philadelphia, Pennsylvania 19103-1699.
EXPERTS
The consolidated balance sheets of Sun as of December 31, 1993 and
1992, the consolidated statements of income, changes in stockholders'
equity and cash flows for each of the three years in the period ended
December 31, 1993, and the financial statement schedules included in the
Company's Annual Report on Form 10-K for the fiscal year ended December 31,
1993, incorporated by reference in this Prospectus, have been incorporated
herein in reliance on the reports (which include an explanatory paragraph
regarding the Company's change in method of accounting for income taxes in
1993, the Company's change in method of accounting for the cost of
postretirement health care and life insurance benefits in 1992 and the
Company's change in method of accounting for the cost of crude oil and
refined product inventories at Suncor Inc., the Company's Canadian
subsidiary, in 1991) of Coopers & Lybrand, independent accountants, given
on the authority of that firm as experts in auditing and accounting.
11
<PAGE>13
======================================= =====================================
NO PERSON HAS BEEN AUTHORIZED TO GIVE
ANY INFORMATION OR TO MAKE ANY
REPRESENTATION NOT CONTAINED IN THIS
PROSPECTUS AND, IF GIVEN OR MADE, SUCH
INFORMATION OR REPRESENTATION MUST NOT
BE RELIED UPON AS HAVING BEEN [LOGO]
AUTHORIZED BY THE COMPANY. THIS
PROSPECTUS DOES NOT CONSTITUTE AN OFFER
TO SELL OR A SOLICITATION OF AN OFFER
TO BUY ANY OF THE SECURITIES OFFERED
HEREBY IN ANY JURISDICTION TO ANY SUN COMPANY, INC.
PERSON TO WHOM IT IS UNLAWFUL TO MAKE
SUCH OFFER IN SUCH JURISDICTION.
NEITHER THE DELIVERY OF THIS PROSPECTUS DIVIDEND REINVESTMENT PLAN
NOR ANY SALE MADE HEREUNDER SHALL,
UNDER ANY CIRCUMSTANCES, CREATE ANY
IMPLICATION THAT THE INFORMATION HEREIN 800,000 SHARES
IS CORRECT AS OF ANY TIME SUBSEQUENT TO COMMON STOCK ($1 PAR VALUE)
THE DATE HEREOF OR THAT THERE HAS BEEN
NO CHANGE IN THE AFFAIRS OF THE COMPANY
SINCE SUCH DATE.
---------------
TABLE OF CONTENTS
PAGE
----
Available Information ............. 2
Incorporation of Certain
Documents by Reference ......... 2
The Company ....................... 3
The Plan .......................... 3
Purpose ......................... 3 --------------
Participation ................... 3 PROSPECTUS
Administration .................. 4 --------------
Advantages ...................... 5
Purchases ....................... 5
Optional Cash Payments .......... 6
Costs ........................... 6
Reports to Participants ......... 7
Certificates for Shares ......... 7
Withdrawal of Shares in
Plan Accounts ................. 7
Termination of Participation .... 7
Stock Dividends, Stock
Splits, Rights Offerings
and Other ..................... 8
Distributions ................... 8
Voting Rights ................... 8
Income Tax Consequences ......... 8
Responsibility of the Company
and the Bank .................. 9
Suspension, Modification or
Termination of the Plan ...... 9
Communications Regarding
the Plan ...................... 10
Description of Capital Stock ...... 10
Use of Proceeds ................... 11 MARCH 10, 1994
Legal Matters ..................... 11
Experts ........................... 11
======================================= =====================================
<PAGE>14
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
The following statement sets forth the estimated amounts of expenses, to
be borne by registrant in connection with the registration of Treasury Shares:
Registration fee -- Securities and Exchange Commission ...... $ 9,552
Printing expenses ........................................... 14,000
Accountants' fees and expenses .............................. 2,500
Miscellaneous, including Blue Sky ........................... 5,000
-------
Total .................................................... $31,052
=======
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS
The Pennsylvania Business Corporation Law variously empowers or requires
the Corporation under specified circumstances, to indemnify officers,
directors and other persons against expenses incurred in connection with any
action, suit or proceeding, civil or criminal, to which such person is a party
or is threatened to be made a party.
Article VII of the Corporation's Bylaws provides as follows:
ARTICLE VII: INDEMNIFICATION
GENERAL
Section 1. The Corporation shall pay on behalf of any individual who is or
was a Director, officer, employee or agent of the Corporation or who is or was
serving at the request of the Corporation as Director, officer, trustee,
fiduciary, employee or agent of any other domestic or foreign corporation or
partnership, joint venture, sole proprietorship, trust or other enterprise, or
who is or was serving as a fiduciary with respect to any employee benefit plan
as a result of his employment by, or service as a Director of, the Corporation
("Indemnified Person") all expenses, including attorneys' fees and
disbursements, incurred by such person in the defense or settlement of any
civil, criminal, administrative or arbitrative proceeding pending, threatened
or completed against such person by reason of his being or having been such
Indemnified Person, and shall indemnify such person against amounts paid or
incurred by him in satisfaction of settlements, judgments, fines, and
penalties in connection with any such proceeding, including any proceeding by
or in the right of the Corporation, except where such indemnification is
expressly prohibited by applicable law or where the acts or failures to act of
the Indemnified Person constitute willful misconduct, self-dealing or
recklessness. The foregoing right to payment and to indemnification shall not
be exclusive of other rights to which such person may be entitled as a matter
of law or otherwise.
AGREEMENTS FOR INDEMNIFICATION AND FUNDING
Section 2. The Corporation is authorized, but not required, to enter into
agreements for indemnification with any Indemnified Person, however, failure
to enter into such agreements shall not in any way limit the rights of such
Indemnified Persons hereunder. The Corporation may, in addition to the
foregoing, create a fund of any nature, which may, but need not be, under the
control of a trustee, or otherwise secure or insure in any manner its
indemnification obligations.
EXPENSES
Section 3. Expenses incurred by a Director, officer, employee or agent in
defending a civil or criminal action, suit or proceeding shall be paid by the
Corporation in advance of the final disposition of such action, suit or
proceeding upon receipt of an undertaking by or on behalf of such person to
repay such amount if it shall ultimately be determined that he is not entitled
to be indemnified by the Corporation.
II-1
<PAGE>15
DISPUTES
Section 4. Any dispute related to the right to indemnification of or
advancement of expenses to Indemnified Persons as provided under this Article,
except with respect to indemnification for liabilities arising under the
Securities Act of 1933 which the Corporation has undertaken to submit to a
court for adjudication, shall be decided only by arbitration in accordance
with the commercial arbitration rules then in effect of the American
Arbitration Association.
The Corporation has obtained Executive Liability Coverage and Executive
Indemnification Coverage covering all claims during the policy period in an
aggregate amount up to $100,000,000. The Executive Liability portion of this
policy protects all directors and officers of the Corporation and its
subsidiaries. This section of the policy provides protection for losses
arising from any error, misstatement, misleading statement, act, omission,
neglect, or breach of duty committed, attempted or allegedly committed or
attempted by such persons in the discharge of their duties as directors and
officers for which the director or officer is not indemnified by the
Corporation. The Executive Indemnification portion of the policy protects the
Corporation against losses for which it grants indemnification as permitted or
required by law. Both the Executive Liability Coverage and Executive
Indemnification coverage are subject to several limitations and exclusions.
ITEM 16. EXHIBITS
EXHIBIT
NUMBER DESCRIPTION OF EXHIBITS
------- -----------------------
5 Opinion of Jack L. Foltz, Esq., Vice President and General
Counsel of Sun Company, Inc., as to the legality of the
securities registered.
24.1 Consent of Independent Accountants.
24.2 Consent of Jack L. Foltz, Esq. (included in Exhibit 5).
25.1 Power of Attorney executed by certain officers and
directors of Sun Company, Inc.
25.2 Certified copy of the resolution authorizing certain
officers to sign on behalf of Sun Company, Inc.
ITEM 17. UNDERTAKINGS
(a) The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement:
(i) To include any prospectus required by section 10(a)(3) of
the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising
after the effective date of the registration statement (or the
most recent post-effective amendment thereof) which, individually
or in the aggregate, represent a fundamental change in the
information set forth in the registration statement;
(iii) To include any material information with respect to the
plan of distribution not previously disclosed in the registration
statement or any material change to such information in the
registration statement;
Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply
if the information required to be included in a post-effective amendment by
those paragraphs is contained in periodic reports filed by the registrant
pursuant to section 13 or section 15(d) of the Securities Exchange Act of 1934
that are incorporated by reference in the registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment 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
<PAGE>16
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at
the termination of the offering.
(b) The undersigned registrant 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 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.
II-3
<PAGE>17
SIGNATURES
The Registrant. 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 Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Philadelphia and the
Commonwealth of Pennsylvania, on the 9th day of March 1994.
SUN COMPANY, INC.
By s/ROBERT M. AIKEN, JR.
----------------------
Robert M. Aiken, Jr.
Senior Vice President and Chief Financial Officer
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by or on behalf of the following
persons in the capacities indicated on March 9, 1994.
SIGNATURES TITLES
---------- ------
ROBERT M. AIKEN, JR.* Senior Vice President and Chief
--------------------- Financial Officer
Robert M. Aiken, Jr. (Principal Financial Officer)
ROBERT H. CAMPBELL* Chairman, Chief Executive Officer,
------------------- President and Director
Robert H. Campbell (Principal 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
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
II-4
<PAGE>18
SIGNATURES TITLES
---------- ------
WILLIAM F. POUNDS* Director
------------------
William F. Pounds
B. RAY THOMPSON, JR.* Director
---------------------
B. Ray Thompson, Jr.
ALEXANDER B. TROWBRIDGE* Director
------------------------
Alexander B. Trowbridge
*BY S/ROBERT M. AIKEN, JR. Individually and as Attorney-in-Fact
----------------------
Robert M. Aiken, Jr.
II-5
<PAGE>19
EXHIBIT INDEX
EXHIBIT
NUMBER EXHIBIT
- ------- -------
5 Opinion of Jack L. Foltz, Esq., Vice President and General
Counsel of Sun Company, Inc., as to the legality of the
securities registered.
24.1 Consent of Independent Accountants.
24.2 Consent of Jack L. Foltz, Esq. (included in Exhibit 5).
25.1 Power of Attorney executed by certain officers and directors of
Sun Company, Inc.
25.2 Certified copy of the resolution authorizing certain officers to
sign on behalf of Sun Company, Inc.
<PAGE>20
EXHIBIT 5
Securities Act of 1933
Sun Company, Inc.
Form S-3
File Number 1-6841
March 3, 1994
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, DC 20549-1004
Attn: Document Control -- EDGAR
RE: Sun Company, Inc. Dividend Reinvestment Plan
Gentlemen:
As Vice President and General Counsel of Sun Company, Inc. (the
"Company"), I have been asked to render certain opinions in connection with
the registration of 800,000 treasury shares of Sun Company, Inc. Common
Stock, $1 par value ("Sun Common Stock"), on Form S-3 Registration
Statement, dated on or about March 10, 1994 for sale under the Sun Company,
Inc. Dividend Reinvestment Plan (the "Plan").
In preparing these opinions, I or members of my staff have reviewed the
Plan, the Pennsylvania Business Corporation Law ("PaBCL"), the Company
Articles of Incorporation and Bylaws, minutes and resolutions of meetings
of the Company Board of Directors relating to the Plan, and such other
statutes, documents and records as I have deemed necessary or appropriate.
On the basis of the foregoing and the further review of these matters
by my staff with me, it is my opinion that the Sun Common Stock treasury
shares sold pursuant to the Plan have been legally issued and are "fully
paid" and "nonassessable" in accordance with the PaBCL.
I hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the use of my name in the Prospectus under
the caption "Legal Matters."
Very truly yours,
S/JACK L. FOLTZ, ESQ.
-------------------------------
Jack L. Foltz, Esq.
JLF: emw
<PAGE>21
EXHIBIT 24.1
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in this Registration
Statement on Form S-3 of our reports dated February 15, 1994 (which include
an explanatory paragraph regarding the Company's change in method of
accounting for income taxes in 1993, the Company's change in method of
accounting for the cost of postretirement health care and life insurance
benefits in 1992 and the Company's change in method of accounting for the
cost of crude oil and refined product inventories at Suncor Inc., the
Company's Canadian subsidiary, in 1991) on our audits of the consolidated
financial statements and financial statement schedules of Sun Company, Inc.
and subsidiaries as of December 31, 1993 and 1992, and for each of the
three years in the period ended December 31, 1993, which reports are
included or incorporated by reference in the Sun Company, Inc. Annual
Report on Form 10-K for the year ended December 31, 1993.
We also consent to the references to our firm set forth under the caption
"Experts" in this Registration Statement.
COOPERS & LYBRAND
2400 Eleven Penn Center
Philadelphia, PA 19103
March 9, 1994
<PAGE>22
EXHIBIT 24.2
CONSENT OF COUNSEL
The consent of Jack L. Foltz, Esq., Vice President and General Counsel of
the Company, is included in his opinion filed as Exhibit 5 to this
Registration Statement.
<PAGE>23
EXHIBIT 25.1
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, That the undersigned officers and/or
directors of Sun Company, Inc., a Pennsylvania corporation, ("Company"),
which intend to file with the Securities and Exchange Commission, under the
provisions of the Securities Act of 1933, as amended, a Registration
Statement on Form S-3 with respect to registration under said Act of Common
Stock of the Company, each hereby constitutes and appoints Robert H.
Campbell, Robert M. Aiken, Jr., and Richard L. Cartlidge and each of them
his or her true and lawful attorneys-in-fact and agents, with full power of
substitution and resubstitution, for him or her and his or her name, place
and stead, in any and all capacities related to this Registration
Statement, to sign said Registration Statement and any and all future
amendments thereto, and to file such Registration Statement and any
amendments, with all exhibits thereto, and any and all other documents in
connection therewith, with the Securities and Exchange Commission, hereby
granting unto said attorneys-in-fact and agents, and each of them, full
power and authority to do and perform any and all acts and things requisite
and necessary to be done, as fully to all intents and purposes as he or she
might or could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents, or any of them, or their or his substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned have hereunto set their hands and
seals this 3rd day of March, 1994.
s/ROBERT M. AIKEN, JR. s/JAMES G. KAISER
Robert M. Aiken, Jr. James G. Kaiser
Senior Vice President and Chief Director
Financial Officer
(Principal Financial Officer) s/THOMAS W. LANGFITT
Thomas W. Langfitt
s/ROBERT H. CAMPBELL Director
Robert H. Campbell
Chairman, Chief Executive Officer, s/R. ANDERSON PEW
President and Director R. Anderson Pew
(Principal Executive Officer) Director
s/RAYMOND E. CARTLEDGE s/ALBERT E. PISCOPO
Raymond E. Cartledge Albert E. Piscopo
Director Director
s/RICHARD L. CARTLIDGE s/WILLIAM F. POUNDS
Richard L. Cartlidge William F. Pounds
Comptroller Director
(Principal Accounting Officer)
s/B. RAY THOMPSON, JR.
s/ROBERT E. CAWTHORN B. Ray Thompson, Jr.
Robert E. Cawthorn Director
Director
s/ALEXANDER B. TROWBRIDGE
s/MARY J. EVANS Alexander B. Trowbridge
Mary J. Evans Director
Director
s/THOMAS P. GERRITY
Thomas P. Gerrity
Director
<PAGE>24
EXHIBIT 25.2
I, Elric C. Gerner, Assistant Secretary of Sun Company, Inc., a
Pennsylvania corporation, hereby certify that the following is a full, true
and complete copy of a resolution adopted at a meeting of the Board of
Directors of Sun Company, Inc., duly called and held on March 3, 1994, at
which time a quorum was present and acting throughout and that no action has
been taken to rescind or amend said resolution and that the same is now in
full force and effect:
RESOLVED, That this Corporation is hereby authorized to utilize
800,000 treasury shares of Sun Company, Inc. Common Stock, $1.00 Par
Value ("Sun Common Stock") for the Sun Company, Inc. Dividend
Reinvestment Plan (the "Plan"); and
FURTHER RESOLVED, That the registration statement on Form S-3 for
800,000 treasury shares of Sun Common Stock, to be utilized in the Plan,
is approved, and the Chief Executive Officer and President, the Senior
Vice President and Chief Financial Officer, and the Comptroller are each
authorized to sign and file with the Securities and Exchange Commission on
behalf of this Corporation a registration statement substantially in the
form presented to this meeting, to make any amendments thereto, and to
take such other action as may be necessary to make such registration
statement effective; and
FURTHER RESOLVED, That the aforementioned officers are each
authorized to perform any and all such other acts as may be required or
desirable to accomplish the purposes of the foregoing resolutions
including, but not limited to, the further delegation of the authority
granted hereunder, the entering into trustee and agency agreements, the
execution and filing of state blue sky notices and statements, and the
execution and filing of exchange listing applications.
[Corporate Seal] S/ELRIC C. GERNER
-------------------------------
Elric C. Gerner
Assistant Secretary
March 9, 1994
Philadelphia, Pennsylvania
