<PAGE>
<PAGE> 1
-----------------------------------------------------------
/ AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON /
/ JULY 9, 1997 /
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REGISTRATION NO. 333-______
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
- ----------------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
- --------------------------
SUN COMPANY, INC.
(Exact name of Registrant as specified in its charter)
PENNSYLVANIA 23-1743282
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
TEN PENN CENTER, 1801 MARKET STREET, PHILADELPHIA, PA 19103-1699
(Address of principal executive offices) (Zip Code)
SUN COMPANY, INC. LONG-TERM PERFORMANCE ENHANCEMENT PLAN
(Full title of the plan)
- --------------------------------
ANN C. MULE', GENERAL ATTORNEY AND CORPORATE SECRETARY
SUN COMPANY, INC.
TEN PENN CENTER
1801 MARKET STREET
PHILADELPHIA, PA 19103-1699
(Name and address of agent for service)
Telephone number, including area code, of agent for service:
(215) 977-3000
-----------------------------
CALCULATION OF REGISTRATION FEE
=====================================================================
/ / PROPOSED / PROPOSED / /
TITLE OF / / MAXIMUM / MAXIMUM / /
SECURITIES / AMOUNT / OFFERING / AGGREGATE / AMOUNT OF /
TO BE / TO BE / PRICE / OFFERING / REGISTRATION/
REGISTERED / REGISTERED / PER SHARE / PRICE / FEE /
- ---------------------------------------------------------------------
Common Stock,/ / / / /
Par Value $1 / / / / /
Per Share, of/ / / / /
Sun Company, / / / / /
Inc.... / 4,000,000(1)/ $31.10(2) /$124,400,00(3)/ $42,897 /
=====================================================================
Notes:
(1) In addition, pursuant to Rule 416(c) under the Securities Act of
1933, this registration statement also covers an indeterminate
amount of interests to be offered or sold pursuant to the employee
benefit plan described herein. Such interests include the rights of
plan participants under stock option agreements, limited rights
agreements and common stock unit agreements.
(2) Estimated solely for the purpose of calculating the registration
fee pursuant to Rule 457(c) under the Securities Act of 1933, based
upon the average of the high and low prices per share of Sun
Company, Inc. Common Stock on July 1, 1997, as published in the New
York Stock Exchange Composite Transactions quotations.
(3) Estimated solely for the purpose of calculating the registration
fee pursuant to Rule 457(h) under the Securities Act of 1933,
computed with respect to the maximum number of shares of Sun
Company, Inc. Common Stock issuable under the employee benefit plan
described herein covered by this registration statement.
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<PAGE> 2
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
ITEM 1. PLAN INFORMATION
Information required by this Item to be contained in the Section
10(a) prospectus is omitted from this registration statement (the
"Registration Statement") in accordance with Rule 428 under the
Securities Act of 1933, as amended (the "Securities Act"), and the
Note to Part I of Form S-8.
ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL
INFORMATION
Information required by this Item to be contained in the Section
10(a) prospectus is omitted from this Registration Statement in
accordance with Rule 428 under the Securities Act, and the Note to
Part I of Form S-8.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
The following documents which heretofore have been filed by Sun
Company, Inc. (the "Corporation" or the "Registrant") (File No. 1-
6841) with the Securities and Exchange Commission (the "Commission")
pursuant to the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), are incorporated herein by this reference, and shall
be deemed to be a part of this Registration Statement:
(a) The Corporation's Annual Report on Form 10-K for the fiscal
year ended December 31, 1996, as amended; and
(b) The Corporation's Quarterly Report on Form 10-Q for the
quarter ended March 31, 1997; and
(c) The Corporation's Current Report on Form 8-K dated July 8,
1997.
In addition, all documents filed by the Corporation pursuant to
Sections 13(a), 13(c), 14, or 15(d) of the Exchange Act after the date
of this Registration Statement and prior to the filing of a post-
effective amendment which indicates that all securities offered hereby
have been sold, or that deregisters all such securities then remaining
unsold, shall be deemed to be incorporated by reference into this
Registration Statement and to be a part hereof from the date of filing
of such documents.
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<PAGE> 3
EXPERTS
The consolidated financial statements and schedule of Sun
Company, Inc. and subsidiaries at December 31, 1996, and for the year
then ended, incorporated by reference in this Registration Statement
have been audited by Ernst & Young, LLP, independent auditors, and at
December 31, 1995, and for each of the two years in the period ended
December 31, 1995, by Coopers & Lybrand L.L.P., independent
accountants, as set forth in their respective reports thereon
incorporated by reference herein, and are included in reliance upon
such reports given upon the authority of such firms as experts in
accounting and auditing.
ITEM 4. DESCRIPTION OF SECURITIES
The Sun Company, Inc. Common Stock, par value $1 per share (the
"Common Stock") to be offered is registered under Section 12 of the
Exchange Act. Therefore, a description of the Common Stock required
by Item 202 of Regulation S-K is not required.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
Ann C. Mule', General Attorney and Corporate Secretary of the
Corporation, and an employee of the Corporation, has rendered an
opinion with respect to the legality of the interests and securities
being registered. Ms. Mule' owns shares of Common Stock, and has
options or other interests that entitle her to purchase or receive
additional shares of Common Stock.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
The Pennsylvania Business Corporation Law variously empowers or
requires the Corporation under specified circumstances, to indemnify
officers, directors and other persons against expenses incurred in
connection with any action, suit or proceeding, civil or criminal, to
which such person is a party or is threatened to be made a party.
Article VII of the Corporation's Bylaws provides as follows:
ARTICLE VII: INDEMNIFICATION
GENERAL
Section 1. The Corporation shall pay on behalf of any individual
who is or was a Director, officer, employee or agent of the
Corporation, or who is or was serving at the request of the
Corporation as Director, officer, trustee, fiduciary, employee or
agent of any other domestic or foreign corporation or partnership,
joint venture, sole proprietorship, trust or other enterprise, or who
is or was serving as a fiduciary with respect to any employee benefit
plan as a result of his employment by, or service as a Director of,
the Corporation ("Indemnified Person") all expenses, including
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attorneys' fees and disbursements, incurred by such person in the
defense or settlement of any civil, criminal, administrative or
arbitrative proceeding pending, threatened or completed against such
person by reason of his being or having been such Indemnified Person,
and shall indemnify such person against amounts paid or incurred by
him in satisfaction of settlements, judgments, fines, and penalties in
connection with any such proceeding, including any proceeding by or in
the right of the Corporation, except where such indemnification is
expressly prohibited by applicable law or where the acts or failures
to act of the Indemnified Person constitute willful misconduct,
self-dealing or recklessness. The foregoing right to payment and to
indemnification shall not be exclusive of other rights to which such
person may be entitled as a matter of law or otherwise.
AGREEMENTS FOR INDEMNIFICATION AND FUNDING
Section 2. The Corporation is authorized, but not required, to
enter into agreements for indemnification with any Indemnified Person,
however, failure to enter into such agreements shall not in any way
limit the rights of such Indemnified Persons hereunder. The
Corporation may, in addition to the foregoing, create a fund of any
nature, which may, but need not be, under the control of a trustee, or
otherwise secure or insure in any manner its indemnification
obligations.
EXPENSES
Section 3. Expenses incurred by a Director, officer, employee or
agent in defending a civil or criminal action, suit or proceeding
shall be paid by the Corporation in advance of the final disposition
of such action, suit or proceeding upon receipt of an undertaking by
or on behalf of such person to repay such amount if it shall
ultimately be determined that he is not entitled to be indemnified by
the Corporation.
DISPUTES
Section 4. Any dispute related to the right to indemnification
of or advancement of expenses to Indemnified Persons as provided under
this Article, except with respect to indemnification for liabilities
arising under the Securities Act of 1933 which the Corporation has
undertaken to submit to a court for adjudication, shall be decided
only by arbitration in accordance with the commercial arbitration
rules then in effect of the American Arbitration Association.
Article Ninth of the Corporation's amended and restated Articles
of Incorporation provides that the Corporation's directors and
officers will not be personally liable to the Corporation or its
shareholders for monetary damages resulting from breaches of their
fiduciary duty as directors or officers, unless: (a) such director or
officer has breached the duties of office or has failed to perform
such duties in good faith, in a manner reasonably believed to be in
the best interests of the Corporation and with such care, including
reasonable inquiry, skill and diligence, as a person of ordinary
prudence would use under similar circumstances, and (b) the breach or
failure to perform constitutes self-dealing, willful misconduct or
recklessness.
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The Corporation has obtained Executive Liability Coverage and
Executive Indemnification Coverage covering all claims during the
policy period in an aggregate amount up to $100,000,000. The
Executive Liability portion of this policy protects all directors and
officers of the Corporation and its subsidiaries. This section of the
policy provides protection for losses arising from any error,
misstatement, misleading statement, act, omission, neglect, or breach
of duty committed, attempted or allegedly committed or attempted by
such persons in the discharge of their duties as directors and
officers for which the director or officer is not indemnified by the
Corporation. The Executive Indemnification portion of the policy
protects the Corporation (subject to several limitations and
exceptions) against losses for which it grants indemnification as
permitted or required by law. The terms of the policy provide for the
payment of an insurance deductible in the amount of $5,000,000 on a
per occurrence basis, on all claims for which coverage under the
policy has been provided.
The Board of Directors has also approved and authorized the
Corporation to enter into Agreements of Indemnification with each
officer and director of the Corporation to provide for the
Corporation's payment of the deductible for any claims for which
coverage has been provided.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
Not applicable.
ITEM 8. EXHIBITS
The following exhibits are either filed herewith or incorporated
by reference to documents previously filed as indicated below:
Exhibits:
4.1 Articles of Incorporation of Sun Company, Inc., as amended
and restated, effective as of February 1, 1996 (incorporated
by reference to Exhibit 3.(i) to the Registrant's Annual
Report on Form 10-K for the fiscal year ended December 31,
1995, filed March 7, 1996, File No. 1-6841).
4.2 Sun Company, Inc. Bylaws, as amended and restated, effective
as of February 1, 1996 (incorporated by reference to Exhibit
3.(ii) to the Registrant's Annual Report on Form 10-K for
the fiscal year ended December 31, 1995, filed March 7,
1996, File No. 1-6841).
4.3 Rights Agreement, dated as of February 1, 1996, between Sun
Company, Inc. and First Chicago Trust Company of New York
(the "Rights Agreement"), filed as Exhibit 99(b) to the
Registrant's Current Report on Form 8-K dated February 2,
1996 (File No. 1-6841) is incorporated herein by reference.
The Rights Agreement was amended effective July 3, 1997.
Such amendment was filed as Exhibit 4 to the Registrant's
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<PAGE> 6
Current Report on Form 8-K dated July 8, 1997 and has been
incorporated herein by reference under Item 3 of this
Registration Statement. The Rights Agreement includes, as
Exhibit B thereto, the form of Rights Certificate.
5 Opinion of Ann C. Mule', Esq., General Attorney and
Corporate Secretary of Sun Company, Inc. (relating to
legality of the securities and other interests being
registered).
23.1 Consent of Ernst & Young LLP.
23.2 Consent of Coopers & Lybrand L.L.P.
23.3 Consent of Ann C. Mule', Esq. (included in Exhibit 5).
24.1 Power of Attorney executed by certain officers and directors
of Sun Company, Inc.
24.2 Certified copy of the resolution authorizing certain
officers to sign on behalf of Sun Company, Inc. and the Sun
Company, Inc. Long-Term Performance Enhancement Plan.
99 Sun Company, Inc. Long-Term Performance Enhancement Plan
(incorporated by reference to Exhibit A to the Registrant's
definitive Proxy Statement for the 1997 Annual Meeting of
Shareholders of Sun Company, Inc., filed March 18, 1997,
File No. 1-6841).
ITEM 9. UNDERTAKINGS
(a) The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are
being made, a post-effective amendment to this Registration
Statement:
(i) To include any prospectus required by section
10(a)(3) of the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events
arising after the effective date of the Registration
Statement (or the most recent post-effective amendment
thereof) which, individually or in the aggregate, represent
a fundamental change in the information set forth in the
Registration Statement. Notwithstanding the foregoing, any
increase or decrease in volume of securities offered (if the
total dollar value of securities offered would not exceed
that which was registered) and any deviation from the low or
high end of the estimated maximum offering range may be
reflected in the form of prospectus filed with the
Commission pursuant to Rule 424(b) of the Securities Act of
1933 if, in the aggregate, the changes in volume and price
represent no more than a 20% change in the maximum aggregate
offering price set forth in the "Calculation of Registration
Fee" table in the effective registration statement; and
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<PAGE> 7
(iii) To include any material information with respect
to the plan of distribution not previously disclosed in the
Registration Statement or any material change to such
information in the Registration Statement;
provided, however, that the undertakings set forth in
paragraphs (a)(1)(i) and (a)(1)(ii) above do not apply if the
Registration Statement is on Form S-3, Form S-8 or Form F-3, and
the information required to be included in a post-effective
amendment by those paragraphs is contained in periodic reports
filed by the Registrant pursuant to section 13 or section 15(d)
of the Securities Exchange Act of 1934 that are incorporated by
reference in the Registration Statement.
(2) That, for the purpose of determining any liability under
the Securities Act of 1933, each such post-effective amendment
shall be deemed to be a new registration statement relating to
the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona
fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain
unsold at the termination of the offering.
(b) The undersigned Registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act of
1933, each filing of the Registrant's annual report pursuant to
section 13(a) or section 15(d) of the Securities Exchange Act of 1934
(and, where applicable, each filing of an employee benefit plan's
annual report pursuant to section 15(d) of the Securities Exchange Act
of 1934) that is incorporated by reference in the Registration
Statement shall be deemed to be a new registration statement relating
to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering
thereof.
(h) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and
controlling persons of the Registrant pursuant to the foregoing
provisions, or otherwise, the Registrant has been advised that in the
opinion of the Securities and Exchange Commission such indemnification
is against public policy as expressed in the Act and is, therefore,
unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the Registrant of expenses
incurred or paid by a director, officer or controlling person of the
Registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling
person in connection with the securities being registered, the
Registrant will, unless in the opinion of its counsel the matter has
been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such indemnification by
it is against public policy as expressed in the Act and will be
governed by the final adjudication of such issue.
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SIGNATURES
THE REGISTRANT. Pursuant to the requirements of the Securities
Act of 1933, the Registrant certifies that it has reasonable grounds
to believe that it meets all of the requirements for filing on Form
S-8 and has duly caused this Registration Statement to be signed on
its behalf by the undersigned, thereunto duly authorized, in the City
of Philadelphia, Pennsylvania, on July 8, 1997.
SUN COMPANY, INC.
By: /s/ ROBERT M. AIKEN, JR.
-----------------------
Robert M. Aiken, Jr.*
Executive Vice President and
Chief Financial Officer
Date: July 8, 1997
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by or on behalf of the
following persons in the capacities indicated on July 8, 1997.
Signatures Titles
---------- ------
ROBERT M. AIKEN, JR.* Executive Vice President
- --------------------- and Chief Financial Officer
Robert M. Aiken, Jr. (Principal Financial Officer)
ROBERT H. CAMPBELL* Chairman of the Board,
- ------------------- Chief Executive Officer
Robert H. Campbell and Director
(Principal Executive Officer)
RAYMOND E. CARTLEDGE* Director
- ---------------------
Raymond E. Cartledge
Director
- ------------------
Robert E. Cawthorn
JOHN G. DROSDICK* President, Chief Operating
- ----------------- Officer and Director
John G. Drosdick
MARY J. EVANS* Director
- --------------
Mary J. Evans
THOMAS P. GERRITY* Director
- ------------------
Thomas P. Gerrity
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Signatures Titles
---------- ------
THOMAS W. HOFMANN* Comptroller
- ------------------ (Principal Accounting
Thomas W. Hofmann Officer)
JAMES G. KAISER* Director
- ----------------
James G. Kaiser
ROBERT D. KENNEDY* Director
- ------------------
Robert D. Kennedy
R. ANDERSON PEW* Director
- ----------------
R. Anderson Pew
WILLIAM F. POUNDS* Director
- ------------------
William F. Pounds
ALEXANDER B. TROWBRIDGE* Director
- ------------------------
Alexander B. Trowbridge
- -------------
*Robert M. Aiken, Jr., Executive Vice President and Chief Financial
Officer, by signing his name hereto, signs this Registration
Statement individually, on behalf of the Registrant and as attorney-
in-fact for each of the other persons indicated by asterisk above,
pursuant to a power of attorney duly executed by such persons and
filed with the Commission herewith.
<PAGE>
<PAGE> 1
EXHIBIT INDEX
Exhibit No. Exhibit
- ----------- -----------------------------------------------------
4.1 Articles of Incorporation of Sun Company, Inc., as
amended and restated, effective as of February 1, 1996
(incorporated by reference to Exhibit 3.(i) to the
Registrant's Annual Report on Form 10-K for the fiscal
year ended December 31, 1995, filed March 7, 1996, File
No. 1-6841).
4.2 Sun Company, Inc. Bylaws, as amended and restated,
effective as of February 1, 1996 (incorporated by
reference to Exhibit 3.(ii) to the Registrant's Annual
Report on Form 10-K for the fiscal year ended December
31, 1995, filed March 7, 1996, File No. 1-6841).
4.3 Rights Agreement, dated as of February 1, 1996, between
Sun Company, Inc. and First Chicago Trust Company of New
York (the "Rights Agreement"), filed as Exhibit 99(b) to
the Registrant's Current Report on Form 8-K dated
February 2, 1996 (File No. 1-6841) is incorporated
herein by reference. The Rights Agreement was amended
effective July 3, 1997. Such amendment was filed as
Exhibit 4 to the Registrant's Current Report on Form 8-K
dated July 8, 1997 and has been incorporated herein by
reference under Item 3 of this Registration Statement.
The Rights Agreement includes, as Exhibit B thereto, the
form of Rights Certificate.
5 Opinion of Ann C. Mule', Esq., General Attorney and
Corporate Secretary of Sun Company, Inc. (relating to
legality of the securities and other interests being
registered).
23.1 Consent of Ernst & Young LLP.
23.2 Consent of Coopers & Lybrand L.L.P.
23.3 Consent of Ann C. Mule', Esq. (included in Exhibit 5).
24.1 Power of Attorney executed by certain officers and
directors of Sun Company, Inc.
24.2 Certified copy of the resolution authorizing certain
officers to sign on behalf of Sun Company, Inc. and the
Sun Company, Inc. Long-Term Performance Enhancement
Plan.
99 Sun Company, Inc. Long-Term Performance Enhancement Plan
(incorporated by reference to Exhibit A to the
Registrant's definitive Proxy Statement for the 1997
Annual Meeting of Shareholders of Sun Company, Inc.,
filed March 18, 1997, File No. 1-6841).
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<PAGE> 1
EXHIBIT 5
July 9, 1997
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549-1004
Attn.: Document Control - EDGAR
Re: Sun Company, Inc. Long-Term Performance Enhancement Plan
Ladies and Gentlemen:
I am the General Attorney and Corporate Secretary of Sun Company,
Inc. (the "Company"), a Pennsylvania corporation. This opinion is
being delivered in connection with the preparation of a registration
statement on Form S-8 (the "Registration Statement"), which was filed
by the Company with the Securities and Exchange Commission (the
"Commission") on the date hereof under the Securities Act of 1933, as
amended (the "Act"), concerning the registration of an additional
4,000,000 shares of the Company's Common Stock and related interests
to be issued under the Sun Company, Inc. Long-Term Performance
Enhancement Plan (the "Plan"). Capitalized terms used but not
otherwise defined herein have the meanings ascribed to them in the
Registration Statement. This opinion is being delivered in accordance
with the requirements of Item 601(b)(5) of Regulation S-K under the
Act.
In connection with this opinion, I or members of my staff have
examined originals or copies, certified or otherwise identified to my
satisfaction, of:
(a) the relevant minutes of the corporate proceedings of the
Company and the resolutions adopted by the Board of Directors of the
Company in connection with the authorization of the issuance of the
additional common stock, the Plan and related matters;
(b) the Registration Statement; and
(c) the Plan.
I or members of my staff have also made such examination of law
and examined originals, or copies certified or otherwise authenticated
to my satisfaction, of all such other corporate records, instruments,
certificates of public officials and/or bodies, certificates of
officers and representatives of the Company, and such other documents,
and discussed with officers and representatives of the Company such
questions of fact, as I have deemed necessary or appropriate as to
form a basis for rendering the opinion hereinafter expressed.
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<PAGE> 2
In my examination, I have assumed the legal capacity of all
natural persons, the genuineness of all signatures, the authenticity
of all documents submitted to me as originals, the conformity to
original documents of all documents submitted to me as certified or
photostatic copies and the authenticity of the originals of such
copies. In making my examination of documents executed by parties
other than the Company, I have assumed that such parties had the
power, corporate or other, to enter into and perform all obligations
thereunder and have also assumed the due authorization by all
requisite action, corporate or other, and execution and delivery by
such parties of such documents and that such documents constitute
valid and binding obligations of such parties. As to any facts
material to the opinion expressed herein which were not independently
established or verified, I have relied upon oral or written statements
and representations of officers, trustees and other representatives of
the Company, and others.
I am admitted to the bar in the Commonwealth of Pennsylvania,
and, and this opinion is limited to the laws of the Commonwealth of
Pennsylvania and the federal law of the United States of America to
the extent specifically referred to herein. Accordingly, I express no
opinion as to matters arising under the laws of any other jurisdiction
and have assumed for purposes of, and all matters and issues in, this
opinion that either the laws of the Commonwealth of Pennsylvania have
applied or that the laws of any other applicable jurisdiction are
identical in all respects to the laws of the Commonwealth of
Pennsylvania.
Based on and subject to the foregoing and to the other
qualifications and limitations set forth herein, I am of the opinion
that:
1. The Company is a corporation duly organized, incorporated
and validly existing under the laws of the Commonwealth of
Pennsylvania and has all corporate and other power and authority
necessary to own its properties and to carry on the business which it
is presently conducting;
2. The shareholders of the Company's voting stock, present in
person or represented by proxy at the Company's annual meeting on May
1, 1997 approved the issue of the additional common stock pursuant to
the Plan by a 92.1% majority.
3. The additional common stock has been duly authorized for
issuance, and when:
(a) the Registration Statement has become effective;
(b) the additional common stock has been duly listed
on the New York Stock Exchange; and
(c) the additional common stock has been issued in
accordance with the Plan to the participants therein, and
delivered and paid for as set forth in the Plan,
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<PAGE> 3
then the additional common stock will be validly issued, fully paid
and nonassessable.
I hereby consent to:
A. being named as counsel for the Company in the Registration
Statement and in any amendment thereto;
B. the use of this opinion in connection with the registration
of the additional common stock of the Company and other interests to
be distributed under the Plan, and the making in said Registration
Statement (and in any amendments thereto) of any statements now
appearing in said Registration Statement under the caption "Interests
of Named Experts and Counsel" or other similar heading, only insofar
as such statements are applicable to me; and
C. the filing of this opinion as an exhibit to the Registration
Statement.
In giving such consent, I do not hereby admit that I am in the
category of persons whose consent is required under Section 7 of the
Act.
This opinion is furnished solely for the benefit of, and reliance
shall be limited to, the addressee hereof. This opinion is limited to
the matters stated herein and no opinion is implied or may be inferred
beyond the matters expressly stated. I make no undertaking to
supplement this opinion letter if facts or circumstances come to my
attention or if any change in law occurs after the date hereof which
could affect this opinion letter.
Very truly yours,
/s/ ANN C. MULE'
- ---------------
Ann C. Mule'
General Attorney and Corporate Secretary
<PAGE>
Page 1
EXHIBIT 23.1
CONSENT OF ERNST & YOUNG LLP
We consent to the reference to our firm under the caption
"Experts" in the Registration Statement (Form S-8) pertaining to the
Sun Company, Inc. Long-Term Performance Enhancement Plan and the
incorporation by reference therein of our reports dated February 13,
1997, with respect to the consolidated financial statements, and March
7, 1997, with respect to the financial statement schedule of Sun
Company, Inc. incorporated by reference and included in its Annual
Report (Form 10-K) for the year ended December 31, 1996, filed with
the Securities and Exchange Commission.
/s/ ERNST & YOUNG LLP
- ---------------------
Ernst & Young LLP
Philadelphia, Pennsylvania
July 8, 1997
<PAGE>
Page 1
EXHIBIT 23.2
CONSENT OF COOPERS & LYBRAND L.L.P.
We consent to the incorporation by reference in this Registration
Statement on Form S-8 of the Sun Company, Inc. Long-Term Performance
Enhancement Plan of our report dated February 13, 1996, except for the
restatement for discontinued operations as described in Note 2 to the
consolidated financial statements for which the date is February 13,
1997 (which includes an explanatory paragraph regarding the Company's
change in method of accounting for impairment of long-lived assets in
1995 and the Company's change in method of accounting for
postemployment benefits in 1994) on our audits of the consolidated
financial statements and financial statement schedule of Sun Company,
Inc. and subsidiaries as of December 31, 1995 and for each of the two
years in the period ended December 31, 1995, which report is
incorporated by reference in the Sun Company, Inc. Annual Report on
Form 10-K for the year ended December 31, 1996.
/s/ COOPERS & LYBRAND L.L.P.
- ----------------------------
Coopers & Lybrand L.L.P.
2400 Eleven Penn Center
Philadelphia, PA 19103
July 8, 1997
<PAGE>
Page 1 EXHIBIT 23.3
CONSENT OF COUNSEL
The consent of Ann C. Mule', Esq., General Attorney and Corporate
Secretary of Sun Company, Inc. is included in her opinion filed as
Exhibit 5 to the Registration Statement.
<PAGE>
<PAGE> 1 EXHIBIT 24.1
POWER OF ATTORNEY
WHEREAS, Sun Company, Inc., a Pennsylvania corporation (the
"Company") intends to file a registration statement on Form S-8 with
the Securities and Exchange Commission (the "Registration Statement"),
in order to register, under the provisions of the Securities Act of
1933, as amended (the "Act"), shares of Common Stock, par value $1.00
per share, of Sun Company, Inc., and other interests, distributable
under the Plan to participating employees of the Company and its
subsidiaries;
KNOW ALL PERSONS BY THESE PRESENTS, that each of the undersigned
officers and/or directors of Sun Company, Inc. hereby appoints and
constitutes Robert H. Campbell, Robert M. Aiken, Jr. and Thomas W.
Hofmann, and each of them severally, either of whom may act without
the joinder of the other, as his or her true and lawful
attorneys-in-fact and agents, with full power of substitution and
resubstitution, for him or her and in his or her name, place and
stead, in any and all capacities, to sign the Registration Statement
and any and all amendments, including post-effective amendments,
thereto, and all other documents and instruments in any way incidental
or necessary therewith (including, without limitation, any
registration statements filed pursuant to General Instruction E to
Form S-8), and to file the same with the Securities and Exchange
Commission, granting unto said attorneys-in-fact and agents full power
and authority to perform each and every act and thing appropriate or
necessary to be done, as fully and for all intents and purposes as he
or she might or could do in person, hereby ratifying and confirming
all that said attorneys-in-fact and agents or any of them, or their
substitute or substitutes may lawfully do or cause to be done by
virtue hereof.
This Power of Attorney may be executed by the undersigned, in
identical counterparts, each of which shall be an original, but all of
which together shall constitute one and the same document.
<PAGE>
<PAGE> 2
IN WITNESS WHEREOF, the undersigned have hereunto set their
hands this 3rd day of July, 1997.
Signatures Titles
---------- ------
/s/ ROBERT M. AIKEN, JR. Executive Vice President and
- ------------------------ Chief Financial Officer
Robert M. Aiken, Jr. (Principal Financial Officer)
/s/ ROBERT H. CAMPBELL Chairman of the Board,
- ---------------------- Chief Executive Officer and
Robert H. Campbell Director
(Principal Executive Officer)
/s/ RAYMOND E. CARTLEDGE Director
- ------------------------
Raymond E. Cartledge
Director
- ----------------------
Robert E. Cawthorn
/s/ JOHN G. DROSDICK President, Chief Operating
- -------------------- Officer and Director
John G. Drosdick
/s/ MARY J. EVANS Director
- -----------------
Mary J. Evans
/s/ THOMAS P. GERRITY Director
- ---------------------
Thomas P. Gerrity
/s/ THOMAS W. HOFMANN Comptroller
- --------------------- (Principal Accounting
Thomas W. Hofmann Officer)
/s/ JAMES G. KAISER Director
- -------------------
James G. Kaiser
/s/ ROBERT D. KENNEDY Director
- ---------------------
Robert D. Kennedy
/s/ R. ANDERSON PEW Director
- -------------------
R. Anderson Pew
/s/ WILLIAM F. POUNDS Director
- ---------------------
William F. Pounds
/s/ ALEXANDER B. TROWBRIDGE Director
- ---------------------------
Alexander B. Trowbridge
<PAGE>
<PAGE> 1
EXHIBIT 24.2
I, Ann C. Mule', General Attorney and Corporate Secretary of Sun
Company, Inc., hereby certify that the following is a true, correct
and complete copy of a resolution adopted at a meeting of the Board of
Directors of Sun Company, Inc., duly called and held on November 7,
1996, at which a quorum was present and acting throughout, and that no
action has been taken to rescind or amend said resolution and that the
same is now in full force and effect:
RESOLVED, That subject to the approval by holders of a
majority of the shares voting at the Corporation's 1997 Annual
Meeting, the Sun Company, Inc. Long-Term Performance Enhancement
Plan (the "Plan") is approved in the form attached to this
resolution as "Exhibit LTPEP," with such amendments or
modifications as may be approved by the Chairman, Chief Executive
Officer and President, and the Senior Vice President and Chief
Administrative Officer of the Corporation, before submission of
the Plan to the shareholders; provided, that the maximum number
of shares, which may be issued pursuant to the Plan, shall not
exceed 4 million shares of the Common Stock, $1 par value, of
this Corporation (or such number as may be authorized by
adjustments under Section 6.8 of the Plan); and
FURTHER RESOLVED, That subject to the authorization of the
Compensation Committee, the Chairman, Chief Executive Officer and
President, or the Senior Vice President and Chief Administrative
Officer, or their delegates are authorized and directed to sign,
in the name of and on behalf of this Corporation, agreements and
amendments thereto evidencing stock options, incentive stock
options, limited rights and common stock units, and any other
agreements, notes or instruments of any kind whatsoever, and to
take such other action as the Compensation Committee may
authorize or direct; and
FURTHER RESOLVED, That the Chairman, Chief Executive Officer
and President, the Senior Vice President and Chief Financial
Officer, and the Comptroller are authorized to sign and file with
the Securities and Exchange Commission a registration statement,
and amendments or supplements thereto, registering interests to
be awarded under the Plan and up to 4 million shares of the
Common Stock, $1 par value, of this Corporation to be issued in
accordance with the Plan (or such number of shares as may be
authorized by adjustments under Section 6.8 of the Plan), and to
take such further action to register or qualify the offer, sale
and issuance of the foregoing interests and shares in accordance
with the securities laws and regulations of any state or foreign
country as may be required; and
<PAGE>
<PAGE> 2
FURTHER RESOLVED, That the Chairman, Chief Executive Officer
and President, the Senior Vice President and Chief Administrative
Officer of the Corporation, and any respective delegate thereof
(each such officer and/or delegate being an "Authorized Officer")
be, and each hereby is, authorized, empowered and directed, on
behalf of the Corporation and in its name, to do all acts and
things whatsoever as may be in any way necessary or desirable in
order to effectuate or carry out the purposes and intent of the
foregoing resolutions.
/s/ ANN C. MULE'
---------------
Ann C. Mule'
General Attorney and Corporate Secretary
Philadelphia, PA
July 8, 1997 [CORPORATE SEAL]
