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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
SUN COMPANY, INC.
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(Exact name of registrant as specified in its charter)
Pennsylvania 1-6841 23-1743282
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(State or other jurisdiction (Commission (I.R.S. Employer
of incorporation) file number) Identification No.)
Ten Penn Center, 1801 Market Street, Philadelphia, PA 19103-1699
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(Address of principal executive offices) (Zip Code)
Securities to be registered pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange on which
to be so registered each class is to be registered
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Series A Depositary Shares New York Stock Exchange, Inc.
Securities to be registered pursuant to Section 12(g) of the Act:
NONE
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(Title of Class)
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1. Description of Registrant's Securities to be Registered.
Information concerning the Registrant's Series A Depositary Shares
(the "Depositary Shares") being registered hereunder is incorporated herein
by reference to the information set forth under "Description of Depositary
Shares" contained in the Offer to Purchase/Offering Circular of the
Registrant dated June 13, 1995 (the "Offer to Purchase/Offering Circular")
attached as Exhibit 99.(a)(1) to the Registrant's Issuer Tender Offer
Statement on Schedule 13E-4 filed with the Securities and Exchange
Commission on June 13, 1995.
Each Depositary Share represents one-half share of the Registrant's
Series A Cumulative Preference Stock, no par value.
The name of the Depositary for the Depositary Shares registered
hereunder is First Chicago Trust Company of New York.
The Depositary Shares are being offered pursuant to an exchange offer
made in reliance upon an exemption from the registration requirements of
the Securities Act of 1933, as amended, contained in Section 3(a)(9)
thereof.
2. Exhibits
3.(i) Articles of Incorporation of Sun Company, Inc. as amended May 4,
1995 (incorporated by reference to Exhibit 4.1 to the Company's
Current Report on Form 8-K dated June 13, 1995).
4 Statement of Designation relating to the Series A Cumulative
Preference Stock (incorporated by reference to Exhibit 4.3 to the
Company's Current Report on Form 8-K dated June 13, 1995).
99.1 Form of Depositary Receipt (incorporated by reference to Exhibit
99.(g)(4) to the Company's Issuer Tender Offer Statement on
Schedule 13E-4 dated June 13, 1995).
99.2 Deposit Agreement between the Registrant and First Chicago Trust
Company of New York, as Depositary (incorporated by reference to
Exhibit 99.(g)(4) to the Company's Issuer Tender Offer Statement
on Schedule 13E-4 dated June 13, 1995).
99.3 Form of Offer to Purchase/Offering Circular dated June 13, 1995
(incorporated by reference to Exhibit 99.(a)(1) to the Company's
Issuer Tender Offer Statement on Schedule 13E-4 dated June 13,
1995).
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SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange
Act of 1934, the registrant has duly caused this registration statement to
be signed on its behalf by the undersigned, thereunto duly authorized.
SUN COMPANY, INC.
BY s/ ROBERT M. AIKEN, JR.
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Robert M. Aiken, Jr.
Senior Vice President and
Chief Financial Officer
(Principal Financial Officer)
DATE June 26, 1995
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EXHIBIT INDEX
Exhibit
Number Exhibit
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3.(i) Articles of Incorporation of Sun Company, Inc. as amended
May 4, 1995 (incorporated by reference to Exhibit 4.1 to the
Company's Current Report on Form 8-K dated June 13, 1995).
4 Statement of Designation relating to the Series A Cumulative
Preference Stock (incorporated by reference to Exhibit 4.3
to the Company's Current Report on Form 8-K dated June 13,
1995).
99.1 Form of Depositary Receipt (incorporated by reference to
Exhibit 99.(g)(4) to the Company's Issuer Tender Offer
Statement on Schedule 13E-4 dated June 13, 1995).
99.2 Deposit Agreement between the Registrant and First Chicago
Trust Company of New York, as Depositary (incorporated by
reference to Exhibit 99.(g)(4) to the Company's Issuer
Tender Offer Statement on Schedule 13E-4 dated June 13,
1995).
99.3 Form of Offer to Purchase/Offering Circular dated June 13,
1995 (incorporated by reference to Exhibit 99.(a)(1) to the
Company's Issuer Tender Offer Statement on Schedule 13E-4
dated June 13, 1995).
