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SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
AMENDMENT NO. 1
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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Page 1 of 6 Pages.
Exhibit Index Appears on Page 4
Sun Company, Inc. (the "Company") hereby amends its statement on
Schedule 13E-4 filed with the Securities and Exchange Commission on June 13,
1995.
Capitalized terms used but not defined herein have the meaning assigned
to them in the Offer to Purchase/Offering Circular.
Item 8. Additional Information.
(e) The information set forth in the Section entitled "Conditions of the
Offers" in the Offer to Purchase/Offering Circular is hereby amended as
follows:
It is a condition of the Exchange Offer that a minimum of 2,500,000
Common Shares be validly tendered pursuant to the Exchange Offer by the
Expiration Date and not withdrawn. The Cash Offer is not conditioned upon
any minimum number of Common Shares being tendered.
Notwithstanding any other provision of the Offers, the Company shall not
be required to accept for exchange or payment or exchange or pay for any
Common Shares tendered pursuant to the applicable Offer, and may terminate or
amend either or both the Offers or may postpone (subject to the requirements
of the Exchange Act for prompt exchange or payment for or return of Common
Shares) the acceptance for exchange or payment or, and exchange of or payment
for, Common Shares tendered, if at any time on or after June 13, 1995 and
before acceptance for exchange of or payment for or exchange of or payment for
any such Common Shares any of the following shall have occurred:
(a) there shall have been threatened, instituted or pending any action
or proceeding by any government or governmental, regulatory or administrative
agency or authority or tribunal or any other person, domestic or foreign,
before any court, authority, agency or tribunal which (i) challenges the
making of the Offers, the acquisition of some or all of the Common Shares
pursuant to the Offers or otherwise relates in any manner to the Offers; or
(ii) in the Company's reasonable judgment, could materially affect the
business, condition (financial or other), income, operations or prospects of
the Company and its subsidiaries, taken as a whole, or otherwise materially
impair in any way the contemplated future conduct of the business of the
Company or any of its subsidiaries or materially impair the contemplated
benefits of the Offers to the Company;
(b) there shall have been any action threatened, pending or taken, or
approval withheld, or any statute, rule, regulation, judgment, order or
injunction threatened, proposed, sought, promulgated, enacted, entered,
amended, enforced or deemed to be applicable to the Offers or the Company or
any of its subsidiaries, by any court or any authority, agency or tribunal
which, in the Company's reasonable judgment, would or might directly or
indirectly (i) make the acceptance for exchange of or payment for, or exchange
of or payment for, some or all of the Common Shares illegal or otherwise
restrict or prohibit consummation of the Offers; (ii) delay or restrict the
ability of the Company, or render the Company unable, to accept for exchange
or payment or exchange or pay for some or all of the Common Shares; (iii)
materially impair the contemplated benefits of the Offers to the Company; or
(iv) materially affect the business, condition (financial or other), income,
operations or prospects of the Company and its subsidiaries, taken as a whole,
or otherwise materially impair in any way the contemplated future conduct of
the business of the Company or any of its subsidiaries;
(c) there shall have occurred (i) any general suspension of trading in,
or limitation on prices for, securities on any national securities exchange or
in the over-the-counter market, (ii) the declaration of a banking moratorium
or any suspension of payments in respect of banks in the United States, (iii)
the commencement of a war, armed hostilities or other international or
national calamity directly or indirectly involving the United States, (iv) any
limitation (whether or not mandatory) by any governmental, regulatory or
administrative agency or authority on, or any event which, in the Company's
reasonable judgment, might affect, the extension of credit by banks or other
lending institutions in the United States, (v) any significant decrease in the
market price of the Common Shares or any change in the general political,
market, economic or financial conditions in the United States or abroad that
could, in the reasonable judgment of the Company, have a material adverse
effect on the Company's business, operations or prospects or the trading in
the Common Shares, (vi) in the case of any of the foregoing existing at the
time of the commencement of the Offers, a material acceleration or worsening
thereof or (vii) any decline in either the Dow Jones Industrial Average
(4446.46 at the close of business on June 12, 1995) or the Standard and Poor's
500 Index (530.88 at the close of business on June 12, 1995) by an amount in
excess of 15 percent measured from the close of business on June 12, 1995;
(d) any tender or exchange offer with respect to some or all of the
Common Shares (other than the Offers), or a merger, acquisition or other
business combination proposal for the Company, shall have been proposed,
announced or made by any person or entity;
(e) any change shall occur or be threatened in the business, condition
(financial or other), income, operations, Common Share ownership or prospects
of the Company and its subsidiaries, taken as a whole, which, in the
reasonable judgment of the Company, is or may be material to the Company; or
(f) (i) any person, entity or "group" (as that term is used in Section
13(d)(3) of the Exchange Act) shall have acquired, or proposed to acquire,
beneficial ownership of more than 5% of the outstanding Common Shares (other
than a person, entity or group which had publicly disclosed such ownership in
a Schedule 13D or 13G (or an amendment thereto) on file with the Commission
prior to June 13, 1995), (ii) any such person, entity or group which had
publicly disclosed such ownership prior to such date shall have acquired, or
proposed to acquire, beneficial ownership of additional Common Shares
constituting more than 2% of the outstanding Common Shares (options for and
other rights to acquire Common Shares which are so acquired or proposed to be
acquired being deemed for this purpose to be immediately exercisable) or (iii)
any new group shall have been formed which beneficially owns more than 5% of
the outstanding Common Shares;
and, in the opinion of the Company, in any such case and regardless of the
circumstances (including any action or omission to act by the Company) giving
rise to such condition, such event makes it inadvisable to proceed with one or
both of the Offers or with such acceptance for exchange or payment or such
exchange or payment.
The foregoing conditions are for the sole benefit of the Company and may
be asserted by the Company regardless of the circumstances (including any
action or inaction by the Company) giving rise to any such condition, and any
such condition may be waived by the Company, in whole or in part, at any time
and from time to time in its sole discretion, with respect to either or both
Offers. The Company's failure at any time to exercise any of the foregoing
rights shall not be deemed a waiver of any such right; the waiver of any such
right with respect to particular facts and circumstances shall not be deemed a
waiver with respect to any other facts or circumstances; and each such right
shall be deemed an ongoing right which may be asserted at any time and from
time to time. Any determination by the Company concerning the events
described above will be final and binding on all parties.
Consummation of the Exchange Offer is not a condition to consummation of
the Cash Offer. Consummation of the Cash Offer is not a condition to
consummation of the Exchange Offer.
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.
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Robert M. Aiken, Jr.
Senior Vice President and
Chief Financial Officer
Dated: June 30, 1995
