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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report: September 11, 1995
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 (Commission (IRS employer
jurisdiction of file number) identification
incorporation) number)
Ten Penn Center, 1801 Market Street, Philadelphia, PA 19103-1699
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(Address of principal executive offices) (Zip Code)
(215) 977-3000
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(Registrant's telephone number, including area code)
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Item 4. Changes in Registrant's Certifying Accountant.
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(a) On September 7, 1995, Sun Company, Inc. (the "Company") chose not
to extend the engagement of Coopers & Lybrand L.L.P. ("Coopers & Lybrand")
as the Company's independent accountants to audit its 1996 financial
statements. To effect an orderly transition, Coopers & Lybrand will audit
the Company's financial statements for the period ending December 31, 1995.
The Company has engaged Ernst & Young LLP ("Ernst & Young") as its new
independent accountants for periods after December 31, 1995. The change is
the result of a competitive bidding process initiated by the Company.
(b) The decision to change independent accountants was recommended by
the Company's management, approved by the Company's Audit Committee and
reviewed by its Board of Directors. Shareholders will have the opportunity
to approve the change at the 1996 Annual Meeting of Shareholders.
(c) The report of Coopers & Lybrand on the Company's financial
statements for the fiscal years ended December 31, 1993 and 1994 did not
contain an adverse opinion or disclaimer of opinion, nor was it qualified
or modified as to uncertainty, audit scope, or accounting principles.
(d) During the fiscal years ended December 31, 1993 and 1994 and the
subsequent interim periods preceding the decision to change independent
accountants, there were no disagreements with Coopers & Lybrand on any
matter of accounting principles or practices, financial statement
disclosure, or auditing scope or procedure, which disagreement(s), if not
resolved to the satisfaction of Coopers & Lybrand, would have caused it to
make a reference to the subject matter of the disagreement(s) in connection
with its report.
(e) During the fiscal years ended December 31, 1993 and 1994 and the
subsequent interim periods preceding the decision to change independent
accountants, Coopers & Lybrand did not advise the Company:
(1) that the internal controls necessary for the Company to
develop reliable financial statements did not exist;
(2) that information had come to its attention that had led it
to no longer be able to rely on management's representations, or that
had made it unwilling to be associated with the financial statements
prepared by management;
(3) of the need to expand significantly the scope of its audit,
or that information had come to its attention during such period that,
if further investigated, might (i) materially have impacted the
fairness or reliability of either: a previously issued audit report
or the underlying financial statements, or the financial statements
issued or to be issued covering the fiscal period(s) subsequent to the
date of the most recent financial statements covered by an audit
report or (ii) have caused it to be unwilling to rely on management's
representations or be associated with the Company's financial
statements; or
(4) that information had come to its attention that it had
concluded materially impacts the fairness or reliability of either:
(i) a previously issued audit report or the underlying financial
statements, or (ii) the financial statements issued or to be issued
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covering the fiscal period(s) subsequent to the date of the most
recent financial statements covered by an audit report.
(f) During the fiscal years ended December 31, 1993 and 1994 and the
subsequent interim periods preceding the decision to change independent
accountants, neither the Company nor anyone on its behalf consulted Ernst &
Young regarding either the application of accounting principles to a
specified transaction, either completed or proposed, or the type of audit
opinion that might be rendered on the Company's financial statements, and
neither a written report nor oral advice was provided to the Company by
Ernst & Young.
(g) The Company has requested that Coopers & Lybrand furnish it with
a letter addressed to the Securities and Exchange Commission stating
whether or not it agrees with the above statements. A copy of the letter
dated September 11, 1995 is filed as Exhibit 16 to this Form 8-K.
Item 7. Financial Statements and Exhibits.
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(c) Exhibits.
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(i) Letter from Coopers & Lybrand L.L.P. pursuant to Item
304(a)(3) of Regulation S-K.
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by
the undersigned thereunto duly authorized.
SUN COMPANY, INC.
BY s/ THOMAS W. HOFMANN
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Thomas W. Hofmann
Comptroller
(Principal Accounting Officer)
DATE September 11, 1995
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EXHIBIT INDEX
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Exhibit
Number Exhibit
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16 Letter from Coopers & Lybrand L.L.P. pursuant to Item 304(a)(3)
of Regulation S-K.
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EXHIBIT 16
September 11, 1995
COOPERS & LYBRAND L.L.P. LETTERHEAD
Office of the Chief Accountant
Securities and Exchange Commission
Mail Stop 9-5
450 Fifth Street, N.W.
Washington, D.C. 20549
Dear Sir:
We have read Item 4 included in the Form 8-K dated September 11, 1995 of
Sun Company, Inc. filed with the Securities and Exchange Commission and are
in agreement with the statements contained in paragraphs (c), (d) and (e)
therein.
Very truly yours,
s/ COOPERS & LYBRAND L.L.P.
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Coopers & Lybrand L.L.P.
