SUN CO INC
SC 13G, 1996-02-13
PETROLEUM REFINING
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<PAGE>
 
                                 UNITED STATES
                      SECURITIES AND EXCHANGE COMMISSION
                             Washington, DC  20549



                                 SCHEDULE 13G



                   Under the Securities Exchange Act of 1934

                          (Amendment No. __________)*

                               SUN COMPANY, INC.
- --------------------------------------------------------------------------------
                               (Name of Issuer)

          DEPOSITARY SHARES REPRESENTING ONE HALF PREFERRED SERIES A
- --------------------------------------------------------------------------------

                        (Title of Class of Securities)

                                   866762404
                         -----------------------------
                                (CUSIP Number)


Check the following box if a fee is being paid with this statement [X]. (A fee
is not required only if the filing person: (1) has a previous statement on file
reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class.)
(See Rule 13d-7).

*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter the
disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
<PAGE>
 
- -----------------------                                  ---------------------
  CUSIP NO. 866762404                   13G                PAGE 2 OF 6 PAGES
- -----------------------                                  ---------------------
 
- ------------------------------------------------------------------------------
      NAME OF REPORTING PERSON
 1    S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
            THE GLENMEDE TRUST COMPANY
            23-1512117
- ------------------------------------------------------------------------------
      CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
 2                                                              (a) [_]
            N/A                                                 (b) [_]
                                                 
- ------------------------------------------------------------------------------
      SEC USE ONLY   
 3
 

- ------------------------------------------------------------------------------
      CITIZENSHIP OR PLACE OF ORGANIZATION
 4    
            PENNSYLVANIA

- ------------------------------------------------------------------------------
                          SOLE VOTING POWER
                     5          11,862,972
     NUMBER OF            
 
      SHARES       -----------------------------------------------------------
                          SHARED VOTING POWER
   BENEFICIALLY      6          10,531
                          
     OWNED BY
                   -----------------------------------------------------------
       EACH               SOLE DISPOSITIVE POWER
                     7          11,359,561
    REPORTING             
 
      PERSON       -----------------------------------------------------------
                          SHARED DISPOSITIVE POWER
       WITH          8          571,300
                          
- ------------------------------------------------------------------------------
      AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 9                12,219,428
      

- ------------------------------------------------------------------------------
      CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
10                  
 
 
- ------------------------------------------------------------------------------
      PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
11                 48.88%
      

- ------------------------------------------------------------------------------
      TYPE OF REPORTING PERSON*
12                 BK
      

- ------------------------------------------------------------------------------

                     *SEE INSTRUCTION BEFORE FILLING OUT!
<PAGE>
 
- ------------------------                              -------------------------
 CUSIP No. 866762404                                   Page 3 of 6 Pages
- ------------------------                              -------------------------

                                 SCHEDULE 13G
                                 ------------


ITEM 1(a)      NAME OF ISSUER:  SUN COMPANY, INC.
- ---------                                        

ITEM 1(b)      ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES:
- ---------                                                      

                    1801 MARKET STREET
                    PHILADELPHIA, PA  19103

ITEM 2(a)      NAME OF PERSON FILING:
- ---------                            

                    THE GLENMEDE TRUST COMPANY

ITEM 2(b)      ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE:
- ---------                                                                  

                    ONE LIBERTY PLACE - SUITE 1200
                    1650 MARKET STREET
                    PHILADELPHIA, PA  19103

ITEM 2(c)      CITIZENSHIP:
- ---------                  

                    PENNSYLVANIA

ITEM 2(d)      TITLE OF CLASS OF SECURITIES:
- ---------                                   

                    DEPOSITARY SHARES REPRESENTING ONE HALF
                    PREFERRED SERIES A

ITEM 2(e)      CUSIP NUMBER:  866762404
- ---------                              

ITEM 3         IF THIS STATEMENT IS FILED PURSUANT TO RULES 13d-1(b), OR 13d-
- ------                                                                      
               2(b), CHECK WHETHER THE PERSON FILING IS A:

               [_](a)    BROKER OR DEALER REGISTERED UNDER SECTION 15 OF THE
                         ACT,

               [X](b)    BANK AS DEFINED IN SECTION 3(a)(6) OF THE ACT,

               [_](c)    INSURANCE COMPANY AS DEFINED IN SECTION 3(a)(19) OF THE
                         ACT,

               [_](d)    INVESTMENT COMPANY REGISTERED UNDER SECTION 8 OF THE
                         INVESTMENT COMPANY ACT

               [_](e)    INVESTMENT ADVISOR REGISTERED UNDER SECTION 203 OF THE
                         INVESTMENT ADVISERS ACT OF 1940,
<PAGE>
 
- ------------------------                              -------------------------
 CUSIP No. 866762404                                   Page 4 of 6 Pages
- ------------------------                              -------------------------

               [_](f)    EMPLOYEE BENEFIT PLAN, PENSION FUND WHICH IS SUBJECT TO
                         THE PROVISIONS OF THE EMPLOYEE RETIREMENT INCOME
                         SECURITY ACT OF 1974 OR ENDOWMENT FUND; SEE RULE 13d-
                         1(b)(1)(ii)(F),

               [_](g)    PARENT HOLDING COMPANY, IN ACCORDANCE WITH RULE 13d-
                         1(b)(ii)(G); SEE ITEM 7,

               [_](h)    GROUP, IN ACCORDANCE WITH RULE 13d-1(b)(1)(ii)(H).

ITEM 4         OWNERSHIP.
- ------                   

               (a)  AMOUNT BENEFICIALLY OWNED:  THE UNDERSIGNED BENEFICIALLY
                    OWNS 12,219,428 DEPOSITARY SHARES WHICH REPRESENT AN
                    OWNERSHIP INTEREST IN 6,109,714 SHARES OF SERIES A PREFERRED
                    STOCK.  THE DEPOSITARY SHARES ARE THE CLASS OF SECURITIES
                    FOR WHICH THE UNDERSIGNED IS FILING THIS SCHEDULE.

               (b)  PERCENT OF CLASS:  48.88%

               (c)  NUMBER OF SHARES AS TO WHICH SUCH PERSON HAS:

                    (i)  SOLE POWER TO VOTE OR TO DIRECT THE VOTE:  11,862,972
                         SHARES,

                   (ii)  SHARED POWER TO VOTE OR TO DIRECT THE VOTE:  10,531
                         SHARES,

                  (iii)  SOLE POWER TO DISPOSE OR TO DIRECT THE DISPOSITION OF:
                         11,359,561 SHARES,

                   (iv)  SHARED POWER TO DISPOSE OR TO DIRECT THE DISPOSITION
                         OF:  571,300 SHARES.

ITEM 5         OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS
- ------                                                     

               IF THIS STATEMENT IS BEING FILED TO REPORT THE FACT THAT AS OF
               THE DATE HEREOF THE REPORTING PERSON HAS CEASED TO BE THE
               BENEFICIAL OWNER OF MORE THAN FIVE PERCENT OF THE CLASS OF
               SECURITIES, CHECK THE FOLLOWING [_].

                         N/A
<PAGE>
 
- ------------------------                              -------------------------
 CUSIP No. 866762404                                   Page 5 of 6 Pages
- ------------------------                              -------------------------


ITEM 6         OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON.
- ------                                                                         

               THE GLENMEDE TRUST COMPANY BENEFICIALLY OWNS THE SECURITIES
               COVERED BY THIS REPORT IN A FIDUCIARY CAPACITY.  PERSONS OTHER
               THAN THE GLENMEDE TRUST COMPANY HAVE THE RIGHT TO RECEIVE OR THE
               POWER TO DIRECT THE RECEIPT OF DIVIDENDS FROM OR THE PROCEEDS
               FROM THE SALE OF SECURITIES COVERED BY THIS REPORT.   THE PEW
               MEMORIAL TRUST AND THE J. HOWARD PEW FREEDOM TRUST ARE THE ONLY
               SUCH PERSONS WHOSE INTERESTS IN THE SECURITIES COVERED BY THIS
               REPORT (AS SUCH INTERESTS ARE DESCRIBED IN THE PRECEDING
               SENTENCE) RELATE TO MORE THAN FIVE (5) PERCENT OF THE CLASS OF
               SUCH SECURITIES.

ITEM 7         IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH
- ------                                                                  
               ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING
               COMPANY.

                         N/A

ITEM 8         IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP.
- ------                                                                   

                         N/A

ITEM 9         NOTICE OF DISSOLUTION OF GROUP.
- ------                                        

                         N/A

ITEM 10        CERTIFICATION.
- -------                      

               BY SIGNING BELOW I CERTIFY THAT, TO THE BEST OF MY KNOWLEDGE AND
               BELIEF, THE SECURITIES REFERRED TO ABOVE WERE ACQUIRED IN THE
               ORDINARY COURSE OF BUSINESS AND WERE NOT ACQUIRED FOR THE PURPOSE
               OF AND DO NOT HAVE THE EFFECT OF CHANGING OR INFLUENCING THE
               CONTROL OF THE ISSUER OF SUCH SECURITIES AND WERE NOT ACQUIRED IN
               CONNECTION WITH OR AS A PARTICIPANT IN ANY TRANSACTION HAVING
               SUCH PURPOSE OR EFFECT.
<PAGE>
 
- ------------------------                              -------------------------
 CUSIP No. 866762404                                   Page 6 of 6 Pages
- ------------------------                              -------------------------

                                   SIGNATURE


               AFTER REASONABLE 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.

                                         February 12, 1996

                                         THE GLENMEDE TRUST COMPANY


                                         /s/ JAMES BELANGER
                                         --------------------
                                         SIGNATURE

                                         JAMES BELANGER
                                         --------------
                                         VICE PRESIDENT
                                         --------------
                                         NAME/TITLE


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