<PAGE>
<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A
AMENDMENT TO APPLICATION OR REPORT
Filed Pursuant to Section 12, 13, or 15(d) of the
SECURITIES EXCHANGE ACT OF 1934
SUN COMPANY, INC.
--------------------------------------------------
(Exact name of registrant as specified in charter)
AMENDMENT NO. 1
The undersigned registrant hereby amends the following items of its
Annual Report on Form 10-K for the fiscal year ended December 31, 1995 as
set forth in the pages attached hereto:
Part II. Item 8. Financial Statements and Supplementary Data
Part IV. Item 14. Exhibits, Financial Statement Schedules, and
Reports on Form 8-K
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this amendment to be signed on its behalf by
the undersigned, thereunto duly authorized.
SUN COMPANY, INC.
BY s/Thomas W. Hofmann
Thomas W. Hofmann
Comptroller
(Principal Accounting Officer)
DATE April 22, 1996
<PAGE>
<PAGE> 2
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
Pursuant to General Instruction F to Form 10-K and Rule 15(d)-21 under the
Securities Exchange Act of 1934, the financial statements required by
Form 11-K with respect to the Sun Company, Inc. & Subsidiaries Stock
Supplement Plan are furnished as part of the Sun Company, Inc. Annual
Report on Form 10-K for the fiscal year ended December 31, 1995.
<PAGE>
<PAGE> 3
REPORT OF INDEPENDENT ACCOUNTANTS
To the Plan Administrator of the Sun Company, Inc. & Subsidiaries
Stock Supplement Plan:
We have audited the accompanying balance sheet of the Sun Company, Inc. &
Subsidiaries Stock Supplement Plan as of December 31, 1994, and the related
statements of income and changes in members' accounts for each of the three
years in the period ended December 31, 1995. These financial statements
are the responsibility of the Plan's management. Our responsibility is to
express an opinion on these financial statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free
of material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles
used and significant estimates made by management, as well as evaluating
the overall financial statement presentation. We believe that our audits
provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above (pages 4 through
6) present fairly, in all material respects, the financial position of the
Sun Company, Inc. & Subsidiaries Stock Supplement Plan as of December 31,
1995 and 1994, and the results of its operations and changes in members'
accounts for each of the three years in the period ended December 31, 1995,
in conformity with generally accepted accounting principles.
COOPERS & LYBRAND L.L.P.
2400 Eleven Penn Center
Philadelphia, PA 19103
March 29, 1996
<PAGE>
<PAGE> 4
SUN COMPANY, INC. & SUBSIDIARIES
STOCK SUPPLEMENT PLAN
BALANCE SHEET
AT DECEMBER 31, 1994*
<TABLE>
<CAPTION>
ASSETS
- ------
1994
--------
<S> <C>
Cash designated to purchase Sun Company,
Inc. common stock $ 55,664
Sun Company, Inc. common stock, at cost
(6,310 shares) net of allowance for
excess of cost over market value of
$8,109 181,412
--------
$237,076
========
LIABILITIES AND MEMBERS' ACCOUNTS
- ---------------------------------
Payable to broker for securities purchased $ 55,348
Members' accounts 181,728
--------
$237,076
========
_____________
*No balance sheet has been presented as of December 31, 1995 since the Plan
has no assets, liabilities or members' accounts at such date. See Note 1
to the financial statements.
</TABLE>
See accompanying notes to financial statements.
<PAGE>
<PAGE> 5
SUN COMPANY, INC. & SUBSIDIARIES
STOCK SUPPLEMENT PLAN
STATEMENTS OF INCOME AND CHANGES IN MEMBERS' ACCOUNTS
FOR THE YEARS ENDED DECEMBER 31, 1995, 1994 AND 1993
<TABLE>
<CAPTION>
1995 1994 1993
--------- --------- ---------
<S> <C> <C> <C>
Contributions $ 564,476 $639,338 $566,929
Cost of shares of Sun Company, Inc.
common stock distributed to
members (25,841 shares in 1995,
20,357 shares in 1994 and 22,434
shares in 1993) (739,628) (600,697) (564,621)
Cash distribution to members (6,576) -- --
Unrealized loss on Sun Company, Inc.
common stock held at December 31 -- (8,109) (7,185)
--------- --------- ---------
Net increase (decrease) in members'
accounts (181,728) 30,532 (4,877)
Members' accounts at beginning of year 181,728 151,196 156,073
--------- --------- ---------
Members' accounts at end of year $ -- $ 181,728 $ 151,196
========= ========= =========
See accompanying notes to financial statements.
</TABLE>
<PAGE>
<PAGE> 6
SUN COMPANY, INC. & SUBSIDIARIES
STOCK SUPPLEMENT PLAN
NOTES TO FINANCIAL STATEMENTS
1. The Sun Company, Inc. & Subsidiaries Stock Supplement Plan (the "Plan"),
established July 1, 1975, had a fiscal year ending June 30. The Plan
Administrator had adopted a calendar year for financial reporting
purposes. Termination of the Plan effective December 31, 1995 (the
"Termination") was approved by the Compensation Committee of the
Company's Board of Directors on March 6, 1996. In connection with the
Termination, contributions to the Plan were not permitted after
September 30, 1995 and all assets of the Plan have been distributed.
Accordingly, the Plan has no assets, liabilities or members' accounts at
December 31, 1995.
A participant had been permitted to contribute any whole percentage up
to 20% of base pay. Every three months cash contributions from
participants had been used to purchase whole shares of Sun Company, Inc.
common stock ("Common Stock") which were then sent by the transfer agent
to members as soon as practicable. Prior to the purchase of such
shares, the cash was held by the Plan Trustee, CoreStates Bank.
Common Stock held at December 31, 1994, which was stated at lower of
cost or market, represented shares purchased for members for
distribution in January 1995. Market value had been determined using
the closing stock price of the Common Stock as reported in the New York
Stock Exchange Composite Transactions quotations on the last business
day of the year. The payable to broker for securities purchased
represented amounts owed by the Plan at December 31, 1994 for shares
purchased by the Trustee on behalf of the individual participants.
At December 31, 1994 and 1993, there were 440 and 365 members,
respectively. The average cost of shares distributed to members was
$28.62, $29.51 and $25.17 in 1995, 1994 and 1993, respectively.
2. The Plan was not required to be qualified under the Internal Revenue
Code; the federal tax treatment of a purchase of Common Stock under the
Plan was the same as if the securities had been purchased on a
securities exchange. In the event that Common Stock was purchased on
the open market, brokerage commissions paid by Sun Company, Inc. were
considered taxable income to the participant and withholding was
required if the participant was a current employee.
3. All costs and expenses in administering the Plan were paid by Sun
Company, Inc.
<PAGE>
<PAGE> 7
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K
(a) The following document is filed as part of this report:
3. Exhibits:
23 - Consent of Independent Accountants for the Sun Company, Inc.
& Subsidiaries Stock Supplement Plan.
<PAGE>
<PAGE> 1
EXHIBIT INDEX
Exhibit
Number Exhibit
- ------- -------
23 Consent of Independent Accountants for the Sun Company, Inc. &
Subsidiaries Stock Supplement Plan.
<PAGE>
<PAGE> 1
EXHIBIT 23
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in the Sun Company, Inc. &
Subsidiaries Stock Supplement Plan Form S-8 Registration Statement
(Registration No. 2-53283) of our report dated March 29, 1996 on our audits
of the financial statements of the Sun Company, Inc. & Subsidiaries Stock
Supplement Plan as of December 31, 1994 and for each of the three years in
the period ended December 31, 1995, which report is included in this
Form 10-K/A.
COOPERS & LYBRAND L.L.P.
2400 Eleven Penn Center
Philadelphia, PA 19103
April 22, 1996
