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RULE 424(B)(3)
REGISTRATION STATEMENT NO. 33-52615
APPENDIX NO. 1
SEPTEMBER 18, 1995
PROSPECTUS SUPPLEMENT
SUN COMPANY, INC.
DIVIDEND REINVESTMENT PLAN
PROSPECTUS SUPPLEMENT NUMBER 1 TO
PROSPECTUS DATED MARCH 10, 1994
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This Prospectus Supplement Number 1 relates to the Prospectus dated
March 10, 1994 (the "Prospectus") for the Sun Company, Inc. Dividend
Reinvestment Plan (the "Plan").
Effective September 18, 1995, the administration of the Plan has been
transferred to First Chicago Trust Company of New York. Accordingly,
certain provisions of the Plan are hereby amended effective the date hereof
to accommodate the change in Plan administrators.
For your reference convenience, this Supplement uses the same headings
and numbers as the Prospectus. You should read this Supplement carefully
together with the Prospectus. Except as otherwise amended or supplemented
herein, the Plan as described in the Prospectus remains unamended and in
full force and effect.
ADMINISTRATION
6. Sun Company, Inc. has appointed First Chicago Trust Company of New
York, Attn: Dividend Reinvestment Plans, P.O. Box 2598, Jersey City, NJ
07303-2598 (hereinafter "First Chicago") as the Plan administrator for all
aspects of the Plan. The term "First Chicago" shall be substituted (i) for
the term "Bank" wherever the latter term is utilized in the Prospectus and
(ii) for the term "Company" wherever the reference in the Prospectus is to
administrative functions that now are to be performed by First Chicago.
OPTIONAL CASH PAYMENTS
13. The Plan is amended to permit eligible holders of record of Sun
Common Stock who have submitted a signed Authorization Card to make
optional cash payments at any time. The requirement that at least one
dividend payment be reinvested prior to making an optional cash payment is
hereby eliminated.
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14. All optional cash payments may be made by check or money order in
United States dollars, payable to "First Chicago - Sun Company."
WITHDRAWAL OF SHARES IN PLAN ACCOUNTS
19. The second sentence in the second paragraph is amended to read:
"Such proceeds will be based on the average price of the shares sold by
First Chicago on behalf of the Plan with respect to that particular trading
transaction since First Chicago may engage in one or more trading
transactions on behalf of the Plan during a single day."
TERMINATION OF PARTICIPATION
21. The first paragraph is amended and restated to read as follows:
"A Participant may terminate participation in the Plan at anytime by notice
in writing to First Chicago. The request for termination will then be
processed as promptly as possible. Any optional cash payments which had
been sent to First Chicago prior to the request to terminate will be
invested unless return of the amount is expressly requested in the request
for termination and such request is received at least two business days
prior to the Investment Date."
The last sentence in the second paragraph is amended to read: "Such
proceeds will be based on the average price of the shares sold by First
Chicago on behalf of the Plan with respect to that particular trading
transaction since First Chicago may engage in one or more trading
transactions on behalf of the Plan during a single day."
COMMUNICATIONS REGARDING THE PLAN
27. All communications regarding the Plan should be directed to:
First Chicago Trust Company of New York
ATTN: Dividend Reinvestment Plans
P.O. Box 2598
Jersey City, NJ 07303-2598
Telephone: 800-888-8494
Be sure to include a reference to Sun Company, Inc.
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The date of this Prospectus Supplement is September 18, 1995.
