<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, 1994 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 28, 1995
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<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, 1994. 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).
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<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, 1994 and 1993, 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
22) present fairly, in all material respects, the net assets available for
plan benefits of the Plan as of December 31, 1994 and 1993, 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 23 and 24), Assets Held for Investment Purposes at
December 31, 1994 and Schedule of Reportable Transactions for the Year
Ended December 31, 1994 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 statements of net
assets available for plan benefits and the statements 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 L.L.P.
2400 Eleven Penn Center
Philadelphia, PA 19103
June 13, 1995
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<PAGE> 4
<TABLE>
SUN COMPANY, INC. CAPITAL ACCUMULATION PLAN
STATEMENT OF NET ASSETS AVAILABLE FOR PLAN BENEFITS WITH FUND INFORMATION
AT DECEMBER 31, 1994
<CAPTION>
ASSETS FUND A FUND B FUND C FUND D ESOP FUND LOAN FUND TOTAL
- ------ ----------- ----------- ------------ ----------- ------------ --------- ------------
<S> <C> <C> <C> <C> <C> <C> <C>
Investment in Sun Company, Inc.
Defined Contribution Master
Trust (Notes 1 and 2) $47,861,671 $50,868,387 $230,497,112 $ -- $ -- $ -- $329,227,170
Other investments (Notes 1 and 2):
Short-term funds -- -- -- 247,242 1,012,431 -- 1,259,673
Sun common stock fund
(977,063 shares) -- -- -- 28,090,561 -- -- 28,090,561
Employee stock ownership
plan fund (4,006,050 shares) -- -- -- -- 115,173,932 -- 115,173,932
Loans receivable from participants
(Note 1) -- -- -- -- -- 561,794 561,794
Cash and other receivables -- 4 -- 8 4,708 4,884 9,604
Interfund transfer
receivable (payable) 82,724 (266,118) 705,321 (217,623) (304,304) -- --
----------- ----------- ------------ ----------- ------------ -------- ------------
Total assets 47,944,395 50,602,273 231,202,433 28,120,188 115,886,767 566,678 474,322,734
----------- ----------- ------------ ----------- ------------ -------- ------------
LIABILITIES
- -----------
Miscellaneous payables 14,612 43,803 122,421 6,988 28,947 -- 216,771
----------- ----------- ------------ ----------- ------------ -------- ------------
Total liabilities 14,612 43,803 122,421 6,988 28,947 -- 216,771
----------- ----------- ------------ ----------- ------------ -------- ------------
NET ASSETS AVAILABLE FOR
PLAN BENEFITS (Note 3) $47,929,783 $50,558,470 $231,080,012 $28,113,200 $115,857,820 $566,678 $474,105,963
=========== =========== ============ =========== ============ ======== ============
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, 1994
<CAPTION>
FUND A FUND B FUND C FUND D ESOP FUND LOAN FUND TOTAL
----------- ----------- ------------ ----------- ------------ ------------ ------------
<S> <C> <C> <C> <C> <C> <C> <C>
Additions (deductions):
Employees' contributions $ 3,906,456 $ 3,427,500 $ 10,451,432 $ 3,193,402 $ -- $ -- $ 20,978,790
Employers' contributions -- -- -- -- 12,466,416 -- 12,466,416
Transfers and rollovers
from tax-qualified plans
(Note 1):
Chevron 968,630 988,011 1,458,125 2,579,707 96,170 646,311 6,736,954
Other 131,150 351,661 2,614,644 106,380 99,404 -- 3,303,239
Interfund transfers (295,098) (1,389,417) 7,203,295 1,032,375 (6,460,090) (91,065) --
Dividend income -- -- -- 1,416,862 6,851,183 -- 8,268,045
Interest income -- -- -- -- -- 11,432 11,432
Income from collective trust
funds -- -- -- 10,563 49,225 -- 59,788
Increase (decrease) in
value of participation
in Sun Company, Inc.
Defined Contribution
Master Trust (Notes 1
and 3) 641,052 (974,846) 14,983,455 -- -- -- 14,649,661
Net depreciation in
fair value of other
investments (Note 3) -- -- -- (569,233) (2,080,635) -- (2,649,868)
Benefits paid to
participants (2,178,261) (3,080,225) (15,638,377) (195,825) (3,668,263) -- (24,760,951)
Administrative expenses
(Note 2) (49,817) (170,392) (446,778) (28,493) (135,354) -- (830,834)
----------- ----------- ------------ ----------- ------------ -------- ------------
Net additions (deductions) 3,124,112 (847,708) 20,625,796 7,545,738 7,218,056 566,678 38,232,672
Net assets available for
plan benefits,
January 1, 1994 44,805,671 51,406,178 210,454,216 20,567,462 108,639,764 -- 435,873,291
----------- ----------- ------------ ----------- ------------ -------- ------------
Net assets available for
plan benefits,
December 31, 1994 $47,929,783 $50,558,470 $231,080,012 $28,113,200 $115,857,820 $566,678 $474,105,963
=========== =========== ============ =========== ============ ======== ============
See accompanying notes to financial statements.
</TABLE>
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<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>
Investment in Sun Company, Inc.
Defined Contribution Master
Trust (Notes 1 and 2) $ -- $ -- $210,860,431 $ -- $ -- $210,860,431
Other investments (Notes 1 and 2):
Short-term funds 846,710 2,091,784 -- 319,798 1,701,822 4,960,114
Equities fund 43,829,388 -- -- -- -- 43,829,388
Diversified investments fund -- 48,229,357 -- -- -- 48,229,357
Sun common stock fund (690,418
shares) -- -- -- 20,281,121 -- 20,281,121
Employee stock ownership plan
fund (3,674,090 shares) -- -- -- -- 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> 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, 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 -- -- -- 1,221,872 6,986,780 8,208,652
Income from collective
trust funds 1,143,450 1,950,127 -- 7,247 51,529 3,152,353
Increase in value of
participation in Sun
Company, Inc. Defined
Contribution Master
Trust (Notes 1 and 3) -- -- 15,651,013 -- -- 15,651,013
Net appreciation in
fair value of other
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
=========== =========== ============ =========== ============ ============
- ------------
* Reclassified to conform to 1994 presentation.
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 first payroll period which
begins on or next following 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 among 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 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. Prior to March 1, 1995, employer
contributions were invested in the ESOP Fund which is invested
principally in Sun Company, Inc. common stock (Sun Common Stock).
Beginning March 1, 1995, employer contributions are invested by the
trustee in Funds A, B, C and D in the same proportion as employees'
contributions.
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 the sum of their total and employer contributions do 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 (Matching Employer Contributions).
For the year ended December 31, 1993, the Matching Employer
Contributions were reduced to fifty percent of Basic Contributions.
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 Internal Revenue Service (IRS)
regulations. This limit was $8,944 and $9,240 for 1993 and 1994,
respectively, and will be $9,240 for 1995.
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 employer 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, 1994, 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. Participants' accounts earn a blended rate, or weighted
average, of all of the investments held in the respective funds.
Funds A, B and C are currently invested in corresponding funds with
the same investment objectives in the Sun Company, Inc. Defined
Contribution Master Trust (Master Trust). The Master Trust also
includes investments from other Sun tax-qualified defined contribution
plans. Each plan's relative interest in the individual Master Trust
funds 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 to such
funds.
The following table sets forth each fund's respective share of the
total net assets of the corresponding Master Trust fund at
December 31, 1994 and 1993:
1994 1993
Fund A 98.3866% -- %
Fund B 98.7724% -- %
Fund C 91.4081% 94.5597 %
Set forth below is a brief description of Funds A, B, C, D and the
ESOP Fund.
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. Fund A of the Master
Trust is currently 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
substituted 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, including U.S Treasury bonds and money market
instruments. The fund may not be invested in any Sun
Company, Inc. securities except that an index fund may
contain Sun Company, Inc. securities. Fund B of the Master
Trust is currently invested in a tactical asset allocation
fund maintained by Wells Fargo Institutional Trust Company.
<PAGE>
<PAGE> 11
SUN COMPANY, INC. CAPITAL ACCUMULATION PLAN
NOTES TO FINANCIAL STATEMENTS (Continued)
1. GENERAL DESCRIPTION (Continued)
------------------------------
Fund C: The Capital Preservation Fund - a fund to be invested (1)
in a series of contracts with insurance companies or other
financial institutions 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), (2) in U.S.
government-backed and agency obligations or (3) in
contracts with financial institutions backed by such
obligations (synthetic investment contracts). Effective
June 1, 1994, investment guidelines for the fund were
modified to provide that fund assets also may be invested
in fixed income securities of corporations rated
"investment grade" and high-quality asset-backed securities
primarily rated "AAA."
At December 31, 1994, Fund C of 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, 1994 and 1993 with the Master Trust to pay
interest on funds invested with them:
<PAGE>
<PAGE> 12
<TABLE>
SUN COMPANY, INC. CAPITAL ACCUMULATION PLAN
NOTES TO FINANCIAL STATEMENTS (Continued)
1. GENERAL DESCRIPTION (Continued)
------------------------------
<CAPTION> % of
Master Trust
Fund C
Net Assets
Effective Annual at 12/31 Last
Interest Rate ------------- Maturity
Financial Institution (Net of Expenses) 1994 1993 Date
- --------------------- ----------------- ------------- --------
<S> <C> <C> <C>
Bankers Trust Company 8.53% -% 2% 10/31/94
CIGNA Corporation 9.00% 3 3 12/17/95
Hartford Life Insurance Company 8.31% 3 3 7/15/97
Metropolitan Life Insurance Company 9.25% 4 8 5/31/95
Metropolitan Life Insurance Company 7.41% 2 - 9/15/99
Morgan Bank (Delaware) 8.56% 3 4 1/16/96
New York Life Insurance Co. 7.35% 2 2 3/17/97
New York Life Insurance Co. 8.07% 3 - 10/16/00
Principal Mutual Life Insurance
Company 9.15% 2 4 9/29/95
Principal Mutual Life Insurance
Company 9.22% 9 10 12/10/96
Provident National Assurance Co. 8.70% 4 4 6/20/96
Provident National Assurance Co. 8.46% 1 2 11/15/95
Provident National Assurance Co. 8.35% 3 4 5/15/96
Prudential Asset Management Co. 5.53% 5 2 12/31/98
Prudential Asset Management Co. 8.76% 5 10 1/3/95
The Travelers Companies 9.66% 1 3 2/28/95
Other 6.90% 1 1 9/15/96
--- ---
51%* 62%*
=== ===
- -----------
*Of the remaining 49% and 38% of the net assets of Fund C of the Master
Trust at December 31, 1994 and 1993, respectively, 41% and 33% are
invested in synthetic investment contracts with People's Security Life
Insurance Company (13% and 14%), Transamerica Life Companies (8% and -%)
and Bankers Trust Company (20% and 19%) at December 31, 1994 and 1993,
respectively. The other 8% and 5% of the net assets of Fund C of the
Master Trust at December 31, 1994 and 1993, respectively, are invested
principally in U.S. government-backed and agency obligations and short-
term investments held in collective trust funds maintained by Bankers
Trust Company and Wells Fargo Institutional Trust Company.
</TABLE>
<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
contracts with People's Security Life Insurance Company and
Transamerica Life Companies have underlying assets
consisting of government agency-backed collateralized
mortgage obligations and the contract with Bankers Trust
Company has underlying assets consisting of a portfolio of
collective trust funds invested in government and corporate
bonds and asset backed securities. Interest crediting
rates for these contracts are reset at least quarterly, as
specified in the respective contracts (at December 31,
1994, the average crediting rates were as follows: for the
People's Security Life Insurance Company contract -- 5.57%;
for the Transamerica Life Companies contract -- 6.66%; and
for the Bankers Trust Company contract -- 6.33%). 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. Plan
management believes that future credit losses of the Plan's
investment in Fund C of the Master Trust, if any, would not
be material in relation to Fund C's net assets available
for plan benefits at December 31, 1994. There are no other
significant concentrations of credit risk in other Plan
assets.
Fund D: The Sun Common Stock Fund - a fund to be invested
principally in Sun Common Stock. Cash contributions
directed for investment in Fund D are used by Mellon Bank
(Common Stock Trustee) 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 the Common Stock
Trustee 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. Effective March 1, 1995, no
contributions are invested directly in the ESOP Fund; prior
to such date only company contributions were invested
directly in the ESOP Fund.
Each of the above 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:
--------------------------------------
Effective March 1, 1995, all employer contributions are invested in
Funds A, B, C and D in the same proportion as the participant's
contributions are invested. Prior to this date, all employer
contributions were invested in the ESOP Fund.
Earnings from dividends and interest on Funds A, B, C and D are
retained by the trustees 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 Sun Common Stock
attributable to his account in the ESOP Fund (dividend equivalents)
if they exceed $10. Dividend equivalents 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. 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 Common Stock Trustee.
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
<PAGE>
<PAGE> 15
SUN COMPANY, INC. CAPITAL ACCUMULATION PLAN
NOTES TO FINANCIAL STATEMENTS (Continued)
1. GENERAL DESCRIPTION (Continued)
------------------------------
Administrator are met. In this regard, in conjunction with Sun's
August 1994 acquisition of the Chevron U.S.A. (Chevron) Girard Point
refinery and related assets, certain Chevron employees became
eligible to participate in the Plan and elected to roll over the
taxable portion of their distributions from Chevron's tax-qualified
plan into the Plan. This transfer is reflected by fund as a separate
line item in the statement of changes in net assets available for
plan benefits for the year ended December 31, 1994.
Employees who terminate employment 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.
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. Alternatively, a participant who terminates
service may request that the account balance be transferred directly
to an individual retirement account or annuity or a defined
contribution plan maintained by his or her successor employer.
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. The Plan Administrator is permitting no loans to any Plan
participants at this time, except for loans that were outstanding from
participants of Chevron's tax-qualified plan and which have been
transferred into the Plan. Such loans and related activity are
reflected in the Loan Fund in the accompanying financial statements.
As loans receivable are repaid, amounts are transferred into Funds A,
B, C and D in the same proportion as the participant's current
contributions.
A participant may transfer investments among Funds A, B, C, D and the
ESOP Fund, 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.
Effective March 1, 1995, transfers or changes in fund allocation
percentages may be made monthly; prior to that date, they were
permitted 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 are subject to a maximum
500,000 shares per month limitation except that there is no limit in
the number of shares which may be withdrawn from the Plan.
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
Common Stock 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 Common
Stock 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 Common Stock 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 Common
Stock 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
Common Stock Trustee in accordance with voting instructions given by
the participants. Each participant will be entitled to instruct the
Common Stock 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 Common Stock
Trustee will vote such shares in the same proportion as the Common
Stock 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 Common Stock
Trustee with respect to such pro rata portion of the unallocated
shares in the suspense account. Any unallocated securities held by
the Common Stock 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 Common Stock 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 Common Stock 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 collective trust funds or its
relative interest in such funds held by the Master Trust is based on
the closing market price on the last business day of the year 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 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 are stated at contract value
(which equals original cost plus interest accrued less any
withdrawals). The Master Trust's management believes that the
contract value of all of its investment contracts approximates 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 valuation of
Sun Common Stock 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, 1994 and 1993, respectively, are as follows:
At December 31, 1994 At December 31, 1993
--------------------- ---------------------
Net Asset Number Net Asset Number
Value of Value of
Per Unit Units Per Unit Units
-------- -------- -------- ----------
Fund A $4.750 10,090,481 $4.692 9,549,376
Fund B $3.198 15,809,403 $3.269 15,725,353
Fund C $3.220 71,763,979 $3.012 69,871,918
Fund D $ .773 36,368,952 $ .793 25,936,270
ESOP Fund $1.692 68,473,889 $1.726 62,943,085
Net asset value per unit is computed by dividing the value of all
members' accounts by the units outstanding.
The increase (decrease) in value of participation in the Sun Company,
Inc. Defined Contribution Master Trust by fund for the years ended
December 31, 1994 and 1993 was composed of the following:
<TABLE>
<CAPTION>
1994 1993
-------------------------------------------------- -----------
Fund A Fund B Fund C Fund C
------------ ------------ ----------- -----------
<S> <C> <C> <C> <C>
Interest income $ -- $ -- $14,840,199 $14,383,993
Income from
collective
trust funds 1,330,750 2,575,174 716,479 1,326,050
Net depreciation
in fair value
of investments (689,698) (3,550,020) (573,223) (59,030)
---------- ---------- ----------- -----------
$ 641,052 $ (974,846) $14,983,455 $15,651,013
========== =========== =========== ===========
</TABLE>
<PAGE>
<PAGE> 20
SUN COMPANY, INC. CAPITAL ACCUMULATION PLAN
NOTES TO FINANCIAL STATEMENTS (Continued)
<TABLE>
<CAPTION>
3. SUPPLEMENTAL INFORMATION (Continued)
------------------------------------
During the years ended December 31, 1994 and 1993, the Plan's other
investments appreciated (depreciated) in value as follows:
<S> <C> <C>
NET APPRECIATION
(DEPRECIATION) IN FAIR VALUE 1994 1993
---------------------------------- ----------- ------------
Investments At Fair Value As
Determined By Quoted Market Price
---------------------------------
Sun Common Stock (Fund D and ESOP Fund) $(2,649,868) $ 6,455,505
----------- -----------
Investments At Estimated Fair Value
-----------------------------------
Equities fund (Fund A)* -- 2,743,311
Diversified investments fund (Fund B)* -- 3,407,138
----------- -----------
-- 6,150,449
----------- -----------
$(2,649,868) $12,605,954
=========== ===========
--------------------
*During the year ended December 31, 1994, the Equities Fund and the
Diversified Investments Fund are invested in corresponding funds in
the Master Trust (Note 1). Accordingly, net depreciation in fair
value of Funds A and B for the year ended December 31, 1994 is
included as part of the increase (decrease) in value of participation
in the Master Trust set forth above.
</TABLE>
4. 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. An application
for IRS approval of the Plan, as amended and restated to comply with
all applicable laws to date, was filed on December 31, 1994.
<PAGE>
<PAGE> 21
<TABLE>
SUN COMPANY, INC. CAPITAL ACCUMULATION PLAN
NOTES TO FINANCIAL STATEMENTS (Continued)
<CAPTION>
5. 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, 1994 and 1993:
1994 1993
------------ ------------
<S> <C> <C>
Net assets available for plan
benefits per the financial
statements $474,105,963 $435,873,291
Less: Benefit payments requested
by participants which have not
yet been paid at December 31 (1,645,109) (1,501,813)
------------ ------------
Net assets available for plan
benefits per the Form 5500 $472,460,854 $434,371,478
============ ============
The following is a reconciliation of benefits paid to participants per
the financial statements to the Internal Revenue Service Form 5500 for
the years ended December 31, 1994 and 1993:
1994 1993
----------- ------------
Benefits paid to participants per
the financial statements $24,760,951 $24,849,302
Add: Benefit payments requested by
participants which have not yet
been paid at December 31 1,645,109 1,501,813
Less: Benefit payments requested by
participants at December 31, 1993
which were paid during 1994 (1,501,813) --
----------- -----------
Benefits paid to participants per
the Form 5500 $24,904,247 $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.
</TABLE>
<PAGE>
<PAGE> 22
SUN COMPANY, INC. CAPITAL ACCUMULATION PLAN
NOTES TO FINANCIAL STATEMENTS (Continued)
6. SUN COMPANY, INC. TENDER OFFER
------------------------------
On June 13, 1995, Sun Company, Inc. announced an extensive operational
and financial restructuring of the Company, including a reduction in
the annual dividend rate on Sun Common Stock from $1.80 to $1.00 per
share, an offer to exchange up to 25,000,000 shares of Sun Common
Stock for newly-issued depositary shares representing one-half share
of its Series A Cumulative Preference Stock (Exchange Offer) and an
offer to repurchase in a "Dutch Auction" up to 6,400,000 shares of Sun
Common Stock at cash prices not greater than $33 nor less than $30
(Cash Offer). Sun Common Stock held in the Plan cannot be tendered
for the Exchange Offer, as the Plan does not provide for investments
in the depositary shares. Sun's Benefit Plans Investment Committee, a
Plan fiduciary, will determine whether to tender all or a portion of
the Sun Common Stock held by the Plan for the Cash Offer on behalf of
Plan participants, taking into consideration what is in the best
financial interest of participants. The closing price of Sun Common
Stock on June 13, 1995 was $28.875.
<PAGE>
<PAGE> 23
<TABLE>
SUN COMPANY, INC.
CAPITAL ACCUMULATION PLAN
PN 002
E.I. 23-1743282
SCHEDULE G
PART I - ASSETS HELD FOR INVESTMENT PURPOSES
FOR IRS FORM 5500 - ITEM 27(a)
AT DECEMBER 31, 1994
<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>
LOANS RECEIVABLE FROM PARTICIPANTS 8/31/99 4% - 8.25% $ 561,794 $ 561,794
------------ ------------
VALUE OF INTEREST IN COLLECTIVE TRUST FUNDS
-------------------------------------------
Mellon Bank
EB Temporary Investment Fund - - 583,673 583,673
EB Deposited at Interest - - 676,000 676,000
------------ ------------
1,259,673 1,259,673
------------ ------------
VALUE OF INTEREST IN MASTER TRUST
--------------------------------
Sun Company, Inc. Defined Contribution Master Trust
Fund A - - 34,899,429 47,861,671
Fund B - - 47,529,897 50,868,387
Fund C - - 230,898,671 230,497,112
------------ ------------
313,327,997 329,227,170
------------ ------------
EMPLOYER RELATED INVESTMENT
---------------------------
Sun Company, Inc. Common Stock, 4,983,113 shares - - 141,243,396 143,264,493
------------ ------------
$456,392,860 $474,313,130
============ ============
/TABLE
<PAGE>
<PAGE> 24
<TABLE>
SUN COMPANY, INC.
CAPITAL ACCUMULATION PLAN
PN 002
E.I. 23-1743282
SCHEDULE G
PART V - SCHEDULE OF REPORTABLE TRANSACTIONS
FOR IRS FORM 5500 - ITEM 27(d)
FOR THE YEAR ENDED DECEMBER 31, 1994
<CAPTION>
Dispositions Acquisitions
-------------------------------------------------------------------------------------------
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 COLLECTIVE TRUST FUNDS
-------------------------------------------
** Mellon Bank EB Temporary
Investment Fund $31,309,179 $31,309,179 $ -- $ -- $29,871,232 $ --
** Mellon Bank EB Deposited
at Interest $10,884,000 $10,884,000 $ -- $ -- $11,560,000 $ --
EMPLOYER RELATED INVESTMENT
---------------------------
** Sun Company, Inc. Common Stock $1,806,206 $1,942,132 $3,626 $132,300 $20,699,781 $31,745
- ----------------
* 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> 25
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 13, 1995 on our audits of the
financial statements and supplemental schedules of the Sun Company, Inc.
Capital Accumulation Plan as of December 31, 1994 and 1993 and for the
years then ended, which report is included in this Form 10-K/A.
COOPERS & LYBRAND L.L.P.
2400 Eleven Penn Center
Philadelphia, PA 19103
June 28, 1995
