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SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FINAL AMENDMENT
TO
SCHEDULE 13E-4
Issuer Tender Offer Statement
(Pursuant to Section 13(e)(1) of the Securities Exchange Act of 1934)
SUN COMPANY, INC
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(Name of Issuer and Person Filing Statement)
Common Stock, $1 par value
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(Title of Class of Securities)
866-762107
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(CUSIP Number of Class of Securities)
ROBERT M. AIKEN, JR.
Senior Vice President and
Chief Financial Officer
SUN COMPANY, INC.
Ten Penn Center
1801 Market Street
Philadelphia, PA 19103
Telephone: (215) 977-3000
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications
on Behalf of the Person Filing Statement)
Copies to:
JONATHAN C. WALLER, ESQ. WILLIAM L. ROSOFF, ESQ.
Sun Company, Inc. Davis Polk & Wardwell
Ten Penn Center 450 Lexington Avenue
1801 Market Street New York, New York 10017
Philadelphia, PA 19103 (212) 450-4000
(215) 977-3000
June 13, 1995
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(Date Tender Offer First Published, Sent or Given to Security Holders)
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This Final Amendment amends and supplements the Issuer Tender Offer
Statement on Schedule 13E-4 dated June 13, 1995 filed by Sun Company, Inc., a
Pennsylvania corporation (the "Company"), as amended by Amendment No. 1 filed
June 30, 1995 (the "Statement"), relating to the Company's offers to: (i)
exchange, upon the terms and subject to the conditions set forth in the Offer
to Purchase/Offering Circular (the "Offer to Purchase/Offering Circular")
dated June 13, 1995 and the related Letter of Transmittal (copies of which are
attached as Exhibits (a)(1) and (a)(2) to the Statement, respectively, and
which together constitute the "Exchange Offer"), up to 25,000,000 shares of
Common Stock, $1 par value, of the Company (such shares, together with all
other issued and outstanding shares of Common Stock of the Company, are herein
referred to as the "Common Shares") for depositary shares (the "Depositary
Shares"), each Depositary Share representing one-half of a share of the
Company's Series A Cumulative Preference Stock, no par value, at a rate of one
Depositary Share for each Common Share exchanged; and (ii) purchase, upon the
terms and subject to the conditions set forth in the Offer to
Purchase/Offering Circular and the related Letter of Transmittal (a copy of
which is attached as Exhibit (a)(3) to the Statement, and which together with
the Offer to Purchase/Offering Circular constitutes the "Cash Offer"), up to
6,400,000 Common Shares at a cash price not greater than $33 nor less than $30
per Common Share. Terms defined in the Statement and not separately defined
herein shall have the meanings assigned to such terms in the Statement.
Item 1. Security and Issuer.
Item 1 is hereby amended by the addition of the following paragraphs:
A total of approximately 33,234,396 Common Shares were validly tendered
and not withdrawn pursuant to the Exchange Offer, including Common Shares for
which certificates were delivered to the Exchange Agent pursuant to the
guaranteed delivery procedures set forth in the Offer to Purchase/Offering
Circular. The Company has accepted for exchange 25,000,000 Common Shares.
The final proration factor for the Exchange Offer is 75.225942%. The Exchange
Agent will distribute Depositary Shares on August 9, 1995 in exchange for the
Common Shares accepted for exchange.
A total of approximately 33,875,189 Common Shares were validly tendered
and not withdrawn pursuant to the Cash Offer at prices at or below the
Purchase Price, including Common Shares for which certificates were delivered
to the Depositary pursuant to the guaranteed delivery procedures set forth in
the Offer to Purchase/Offering Circular. The Company has accepted for
purchase 6,400,000 Common Shares at a Purchase Price of $30 per share. The
final proration factor for the Cash Offer is 18.167515%. The Depositary will
mail payment on August 9, 1995 for the Common Shares accepted for purchase.
After purchase of the Common Shares accepted pursuant to the Cash Offer,
and exchange of the Common Shares accepted pursuant to the Exchange Offer, the
Company will have approximately 75,719,108 Common Shares, and 25,000,000
Depositary Shares (representing 12,500,000 shares of the Company's Series A
Cumulative Preference Stock), issued and outstanding (excluding shares held in
treasury).
On July 25, 1995, August 1, 1995 and August 3, 1995, the Company issued
press releases, the forms of which are filed as Exhibits (a)(11), (a)(12) and
(a)(13) hereto, respectively, and which are incorporated herein by reference.
Item 9. Material to be Filed as Exhibits.
Item 9 is hereby amended by the addition of the following Exhibits:
(a)(11) Form of Press Release dated July 25, 1995.
(a)(12) Form of Press Release dated August 1, 1995.
(a)(13) Form of Press Release dated August 3, 1995.
SIGNATURE
After due inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this statement is true, complete and
correct.
SUN COMPANY, INC.
By: /s/ Robert M. Aiken, Jr.
Robert M. Aiken, Jr.
Senior Vice President and
Chief Financial Officer
EXHIBIT INDEX
Exhibit
No. Exhibit Description
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(a)(11) Form of Press Release dated July 25, 1995.
(a)(12) Form of Press Release dated August 1, 1995.
(a)(13) Form of Press Release dated August 3, 1995.
PRESS RELEASE
PHILADELPHIA, July 25, 1995 -- Sun Company, Inc. announced today the
preliminary results of its offers for the exchange of up to 25 million shares
of Common Stock of the Company for depositary shares, each representing
one-half of a share of the Company's Series A Cumulative Preference Stock and
for the cash purchase of up to 6.4 million shares of its Common Stock through
a "Dutch Auction" process. These offers, both of which were oversubscribed,
expired at 12:00 midnight, New York City time, on Monday, July 24, 1995.
Based on a preliminary count by First Chicago Trust Company of New York,
the Company's exchange agent and depositary for the offers, approximately
34,004,282 shares were validly tendered and not withdrawn in the exchange
offer, including 2,483,772 shares subject to guarantees of delivery.
34,015,110 shares were validly tendered and not withdrawn in the cash offer at
the $30.00 per share cash purchase price which Sun preliminarily expects to pay
for the 6.4 million shares to be purchased. Approximately 107,005 of the
shares tendered pursuant to the cash offer were held by odd-lot shareholders
and 16,493,050 shares were subject to guarantees of delivery. In accordance
with the terms of the cash offer, the Company will accept all shares validly
tendered by odd-lot shareholders at or below the purchase price and not
withdrawn pursuant to the cash offer. All other shares validly tendered at or
below the purchase price pursuant to the cash offer and not withdrawn, as well
as, all shares tendered pursuant to the exchange offer and not withdrawn will
be subject to proration. Assuming all shares subject to guarantees of
delivery are properly delivered, the preliminary proration factor for the
exchange offer is 73.5 percent, and for the cash offer, 18.6 percent.
The determination of the final purchase price of Common Stock through
the "Dutch Auction" cash offer and the final proration factors for both offers
are subject to final confirmation of the proper delivery of all shares
tendered but not withdrawn, including shares tendered pursuant to the
guaranteed delivery procedure. Payment for the shares accepted and delivery
of the depositary shares will occur as soon as practicable after final
confirmation of the proration factors.
The Company additionally announced that the depositary shares were
approved for listing on the New York Stock Exchange and will trade under the
symbol "SunPrd." It is anticipated that the depositary shares will initially
trade on a "when issued" basis and that there will be a "when distributed"
market for Common Stock not accepted in the cash and exchange offers. Trading
is expected to commence on Tuesday, July 25, 1995.
Sun Company, Inc. (NYSE:SUN), headquartered in Philadelphia, operates
five domestic refineries and markets gasoline under the Sunoco brand through
more than 4,000 service stations in 17 states from Maine to Indiana and the
District of Columbia. These outlets include more than 600 Sunoco A-Plus
convenience stores and 350 Sunoco Ultra Service Centers. Sun sells lubricants
and petrochemicals worldwide, operates domestic pipelines and terminals, and
produces crude oil and natural gas internationally.
PRESS RELEASE
CONTACT:
Bud Davis (215) 977-3485 (media) IMMEDIATELY
Terry Delaney (215) 977-6106 (investors)
SUN EXPECTS "TENDERED BUT NOT ACCEPTED" STOCK
TO BE RETURNED TO SHAREHOLDERS ON AUGUST 9
PHILADELPHIA, Aug. 1, 1995 -- Following up on its July 25, 1995
announcement of the preliminary results of its offers for the exchange of up
to 25 million shares of Sun common stock for Depositary Shares and the cash
purchase of up to 6.4 million shares of Sun common stock, Sun Company, Inc.
(NYSE: SUN) announced that it anticipates that common stock tendered and not
accepted pursuant to the offers will be returned to shareholders on August 9,
1995.
Sun also said it anticipates that checks issued in payment for common
stock tendered and accepted pursuant to the cash offer, as well as Depositary
Shares issued in consideration for common stock tendered and accepted pursuant
to the exchange offer, will be distributed on August 9, 1995.
The company said final proration numbers will be announced no later than
August 3, 1995.
Sun Company, Inc. (NYSE: SUN), headquartered in Philadelphia, operates
five domestic refineries and markets gasoline under the Sunoco brand through
more than 4,000 service stations in 17 states from Maine to Indiana and the
District of Columbia. These outlets include more than 600 Sunoco A-Plus
convenience stores and 350 Sunoco Ultra Service Centers. Sun sells lubricants
and petrochemicals worldwide, operates domestic pipelines and terminals, and
produces crude oil and natural gas internationally. Sun sold its 55 percent
interest in Suncor, a fully-integrated Canadian oil company, in June, 1995.
-END-
PRESS RELEASE
PHILADELPHIA, Aug. 3, 1995 -- Sun Company, Inc., announced today the
final results of its offers to exchange up to 25 million shares of Sun
common stock for depositary shares and to purchase up to 6.4 million shares
of Sun common stock for cash through a "Dutch Auction" process.
The offers, which expired on July 24, 1995, were both oversubscribed.
Based on final calculations from First Chicago Trust Company of New York,
Sun's exchange agent and depositary for the offers, the final proration
factors for the offers were 75.225942 percent for the exchange offer and
18.167515 percent for the cash offer.
The company said the depositary shares, each of which represents one-
half of one share of the Company's Series A Cumulative Preference Stock,
will be distributed by First Chicago on August 9, 1995. Payment for the
common shares purchased under the cash offer will also be mailed by First
Chicago on August 9. The price under the terms of the Dutch Auction cash
offer was $30.00 per share.
All shares of common stock (including fractional shares) tendered and
not accepted by Sun pursuant to either offer will be returned by First
Chicago in accordance with the terms of the offers on August 9, 1995.
Sun Company, Inc. (NYSE: SUN), headquartered in Philadelphia,
operates five domestic refineries and markets gasoline under the Sunoco
brand through more than 4,000 service stations in 17 states from Maine to
Indiana and the District of Columbia. These outlets include more than 600
Sunoco A-Plus convenience stores and 350 Sunoco Ultra Service Centers. Sun
sells lubricants and petrochemicals worldwide, operates domestic pipelines
and terminals, and produces crude oil and natural gas internationally.
CONTACT: Bud Davis (Media), 215-977-3485
Terry Delaney (Investors), 215-977-6106
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