<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, 1996 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 June 13, 1997
<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. Capital Accumulation Plan
are furnished as part of the Sun Company, Inc. Annual Report on Form 10-K
for the fiscal year ended December 31, 1996. As permitted by the rules
with respect to Form 11-K, plan financial statements for the Sun Company,
Inc. Capital Accumulation Plan are furnished in accordance with the
financial reporting requirements of the Employee Retirement Income Security
Act of 1974, as amended (ERISA).
<PAGE>
<PAGE> 3
REPORT OF INDEPENDENT AUDITORS
Plan Administrator
Sun Company, Inc. Capital Accumulation Plan
We have audited the accompanying statement of net assets available for
plan benefits of the Sun Company, Inc. Capital Accumulation Plan (Plan) as
of December 31, 1996 and the related statement of changes in net assets
available for plan benefits for the year then ended. 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 audit. The statement of net assets available for plan benefits of
the Plan as of December 31, 1995 and the related statement of changes in
net assets available for plan benefits for the year ended December 31, 1995
were audited by other auditors whose report dated May 31, 1996 expressed an
unqualified opinion on those financial statements.
We conducted our audit 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 audit
provides a reasonable basis for our opinion.
In our opinion, the 1996 financial statements referred to above present
fairly, in all material respects, the net assets available for plan
benefits of the Plan as of December 31, 1996, and the changes in its net
assets available for plan benefits for the year then ended, in conformity
with generally accepted accounting principles.
Our audit was performed for the purpose of forming an opinion on the basic
1996 financial statements taken as a whole. Financial statements as of
December 31, 1995 and for the year then ended were audited by other
auditors. The accompanying supplemental schedules of Assets Held for
Investment Purposes at December 31, 1996 and Reportable Transactions for
the Year Ended December 31, 1996 are presented for purposes of complying
with the Department of Labor's Rules and Regulations for Reporting and
Disclosure under the Employee Retirement Income Security Act of 1974, and
are not a required part of the basic financial statements. The Fund
Information in the statements of net assets available for plan benefits and
the statements of changes in net assets available for plan benefits is
presented for purposes of additional analysis rather than to present the
net assets available for plan benefits and changes in net assets available
for plan benefits of each fund. The supplemental schedules and Fund
Information, except for the Fund Information pertaining to the year ended
December 31, 1995 on which other auditors expressed an unqualified opinion,
have been subjected to the auditing procedures applied in our audit of the
basic 1996 financial statements and, in our opinion, are fairly stated in
all material respects in relation to the basic 1996 financial statements
taken as a whole.
Philadelphia, Pennsylvania
June 12, 1997
<PAGE>
<PAGE> 4
<TABLE>
SUN COMPANY, INC. CAPITAL ACCUMULATION PLAN
STATEMENT OF NET ASSETS AVAILABLE FOR PLAN BENEFITS WITH FUND INFORMATION
AT DECEMBER 31, 1996
<CAPTION>
U.S. DIVERSIFIED CAPITAL
EQUITY INDEX EXTENDED MARKET INTERNATIONAL INVESTMENTS PRESERVATION
ASSETS FUND EQUITY FUND FUND FUND FUND
- ------ ------------- --------------- -------------- ------------- --------------
<S> <C> <C> <C> <C> <C>
Investment in Sun Company, Inc.
Defined Contribution Master
Trust (Notes 1 and 2) $143,058,220 $2,922,949 $1,929,784 $92,107,260 $242,129,588
Loans receivable from participants,
including accrued interest (Note 1) -- -- -- -- --
Other receivables 1,330 25 17 837 2,193
Interfund transfer receivable (payable) (481,364) 1,145,184 628,296 (639,030) 331,049
------------ ---------- ---------- ----------- ------------
Total assets 142,578,186 4,068,158 2,558,097 91,469,067 242,462,830
------------ ---------- ---------- ----------- ------------
LIABILITIES
- -----------
Miscellaneous payables 64,352 954 706 194,352 155,252
------------ ---------- ---------- ----------- ------------
Total liabilities 64,352 954 706 194,352 155,252
------------ ---------- ---------- ----------- ------------
NET ASSETS AVAILABLE FOR PLAN
BENEFITS (Notes 3 and 6) $142,513,834 $4,067,204 $2,557,391 $91,274,715 $242,307,578
============ ========== ========== =========== ============
See accompanying notes to financial statements.
</TABLE>
<PAGE>
<PAGE> 5
<TABLE>
SUN COMPANY, INC. CAPITAL ACCUMULATION PLAN
STATEMENT OF NET ASSETS AVAILABLE FOR PLAN BENEFITS WITH FUND INFORMATION - Continued
AT DECEMBER 31, 1996
<CAPTION>
SUN
COMMON STOCK
ASSETS FUND ESOP FUND LOAN FUND TOTAL
- ------ ------------ ----------- ------------ ------------
<S> <C> <C> <C> <C>
Investment in Sun Company, Inc.
Defined Contribution Master
Trust (Notes 1 and 2) $28,494,427 $69,258,517 $ -- $579,900,745
Loans receivable from participants,
including accrued interest (Note 1) -- -- 14,469,290 14,469,290
Other receivables 270 609 -- 5,281
Interfund transfer receivable (payable) (117,093) (867,042) -- --
----------- ----------- ----------- ------------
Total assets 28,377,604 68,392,084 14,469,290 594,375,316
----------- ----------- ----------- ------------
LIABILITIES
- -----------
Miscellaneous payables 11,947 29,193 -- 456,756
----------- ----------- ----------- ------------
Total liabilities 11,947 29,193 -- 456,756
----------- ----------- ----------- ------------
NET ASSETS AVAILABLE FOR PLAN
BENEFITS (Notes 3 and 6) $28,365,657 $68,362,891 $14,469,290 $593,918,560
=========== =========== =========== ============
See accompanying notes to financial statements.
</TABLE>
<PAGE>
<PAGE> 6
<TABLE>
SUN COMPANY, INC. CAPITAL ACCUMULATION PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS WITH FUND INFORMATION
FOR THE YEAR ENDED DECEMBER 31, 1996
<CAPTION>
U.S. DIVERSIFIED CAPITAL
EQUITY INDEX EXTENDED MARKET INTERNATIONAL INVESTMENTS PRESERVATION
FUND EQUITY FUND FUND FUND FUND
------------ --------------- -------------- ------------ -------------
<S> <C> <C> <C> <C> <C>
Additions (deductions):
Employees' contributions $ 6,192,751 $ 25,145 $ 13,961 $ 4,655,168 $ 9,368,919
Employers' contributions 3,598,330 14,684 8,045 2,705,194 5,454,203
Transfers and rollovers from
tax-qualified plans (Note 1):
Atlantic Savings Plan 8,899,969 -- -- -- 8,867,434
Other 1,174,089 126,982 84,054 865,286 1,237,215
Interfund transfers 14,308,465 3,857,544 2,411,794 (1,898,697) (10,464,316)
Dividends on Sun Common Stock (Note 3) -- -- -- -- --
Interest income (Note 3) -- -- -- -- --
Income from collective trust funds (Note 3) -- -- -- -- --
Increase in value of participation in
Sun Company, Inc. Defined Contribution
Master Trust (Notes 1 and 3) 23,795,755 46,856 41,325 10,529,681 16,092,422
Net depreciation in fair value of Sun
Common Stock (Note 3) -- -- -- -- --
Benefits paid to participants (Note 6) (6,806,323) (2,973) (1,026) (6,662,378) (25,750,267)
Administrative expenses (Note 2) (128,657) (1,034) (762) (291,107) (448,779)
------------ ---------- ---------- ----------- ------------
Net additions (deductions) 51,034,379 4,067,204 2,557,391 9,903,147 4,356,831
Net assets available for plan benefits,
January 1, 1996 91,479,455 -- -- 81,371,568 237,950,747
------------ ---------- ---------- ----------- ------------
Net assets available for plan benefits,
December 31, 1996 $142,513,834 $4,067,204 $2,557,391 $91,274,715 $242,307,578
============ ========== ========== =========== ============
See accompanying notes to financial statements.
</TABLE>
<PAGE>
<PAGE> 7
<TABLE>
SUN COMPANY, INC. CAPITAL ACCUMULATION PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS WITH FUND INFORMATION - Continued
FOR THE YEAR ENDED DECEMBER 31, 1996
<CAPTION>
SUN
COMMON STOCK
FUND ESOP FUND LOAN FUND TOTAL
------------ ------------ ------------ -------------
<S> <C> <C> <C> <C>
Additions (deductions):
Employees' contributions $ 3,263,908 $ -- $ -- $ 23,519,852
Employers' contributions 1,896,712 -- -- 13,677,168
Transfers and rollovers from
tax-qualified plans (Note 1):
Atlantic Savings Plan -- -- -- 17,767,403
Other 121,245 -- -- 3,608,871
Interfund transfers (836,114) (13,240,866) 5,862,190 --
Dividends on Sun Common Stock (Note 3) 697,398 2,278,133 -- 2,975,531
Interest income (Note 3) -- -- 929,200 929,200
Income from collective trust funds (Note 3) 11,121 35,314 -- 46,435
Increase in value of participation in
Sun Company, Inc. Defined Contribution
Master Trust (Notes 1 and 3) 1,187,242 2,915,066 -- 54,608,347
Net depreciation in fair value of Sun
Common Stock (Note 3) (3,494,254) (10,193,483) -- (13,687,737)
Benefits paid to participants (Note 6) (210,941) (2,004,478) (253,926) (41,692,312)
Administrative expenses (Note 2) (38,837) (109,222) -- (1,018,398)
----------- ------------ ----------- ------------
Net additions (deductions) 2,597,480 (20,319,536) 6,537,464 60,734,360
Net assets available for plan benefits,
January 1, 1996 25,768,177 88,682,427 7,931,826 533,184,200
----------- ------------ ----------- ------------
Net assets available for plan benefits,
December 31, 1996 $28,365,657 $ 68,362,891 $14,469,290 $593,918,560
=========== ============ =========== ============
See accompanying notes to financial statements.
</TABLE>
<PAGE>
<PAGE> 8
<TABLE>
SUN COMPANY, INC. CAPITAL ACCUMULATION PLAN
STATEMENT OF NET ASSETS AVAILABLE FOR PLAN BENEFITS WITH FUND INFORMATION
AT DECEMBER 31, 1995
<CAPTION>
EQUITY DIVERSIFIED CAPITAL
INDEX INVESTMENTS PRESERVATION SUN COMMON
ASSETS FUND FUND FUND STOCK FUND ESOP FUND LOAN FUND TOTAL
- ------ ----------- ----------- ------------ ----------- ------------ --------- ------------
<S> <C> <C> <C> <C> <C> <C> <C>
Investment in Sun Company, Inc.
Defined Contribution Master
Trust (Notes 1 and 2) $89,996,014 $80,493,176 $239,466,149 $ -- $ -- $ -- $409,955,339
Other investments (Notes 1 and 2):
Short-term funds -- -- -- 128,692 445,334 -- 574,026
Sun Common Stock (942,681 shares
in Sun Common Stock
Fund and 3,261,342 shares
in the ESOP Fund) -- -- -- 25,805,892 89,279,237 -- 115,085,129
Loans receivable from participants,
including accrued interest (Note 1) -- -- -- -- -- 7,931,710 7,931,710
Other receivables 2,502 2,238 34,238 23,118 14,818 116 77,030
Interfund transfer
receivable (payable) 1,546,738 1,014,652 (1,386,803) (172,216) (1,002,371) -- --
----------- ----------- ------------ ----------- ----------- ---------- ------------
Total assets 91,545,254 81,510,066 238,113,584 25,785,486 88,737,018 7,931,826 533,623,234
----------- ----------- ------------ ----------- ----------- ---------- ------------
LIABILITIES
- -----------
Miscellaneous payables 65,799 138,498 162,837 17,309 54,591 -- 439,034
----------- ----------- ------------ ----------- ----------- ---------- ------------
Total liabilities 65,799 138,498 162,837 17,309 54,591 -- 439,034
----------- ----------- ------------ ----------- ----------- ---------- ------------
NET ASSETS AVAILABLE FOR
PLAN BENEFITS (Notes 3 and 6) $91,479,455 $81,371,568 $237,950,747 $25,768,177 $88,682,427 $7,931,826 $533,184,200
=========== =========== ============ =========== =========== ========== ============
See accompanying notes to financial statements.
</TABLE>
<PAGE>
<PAGE> 9
<TABLE>
SUN COMPANY, INC. CAPITAL ACCUMULATION PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS WITH FUND INFORMATION
FOR THE YEAR ENDED DECEMBER 31, 1995
<CAPTION>
EQUITY DIVERSIFIED CAPITAL
INDEX INVESTMENTS PRESERVATION SUN COMMON
FUND FUND FUND STOCK FUND ESOP FUND LOAN FUND TOTAL
----------- ------------ ------------- ----------- ------------ ------------ ------------
<S> <C> <C> <C> <C> <C> <C> <C>
Additions (deductions):
Employees' contributions $ 4,639,952 $ 4,080,532 $ 10,774,483 $ 3,824,339 $ -- $ -- $ 23,319,306
Employers' contributions 2,336,115 2,047,145 5,347,983 1,887,766 2,123,967 -- 13,742,976
Transfers and rollovers
from tax-qualified plans
(Note 1):
MidCAP 612,947 210,523 3,954,908 -- -- -- 4,778,378
Other 577,587 691,136 3,091,631 25,021 18,012 -- 4,403,387
Interfund transfers 20,313,677 12,317,858 (5,804,880) (7,693,422) (26,404,071) 7,270,838 --
Dividends on Sun Common
Stock (Note 3) -- -- -- 1,332,211 5,236,227 -- 6,568,438
Interest income (Note 3) -- -- -- -- -- 99,122 99,122
Income from collective trust
funds (Note 3) -- -- -- 31,395 120,441 -- 151,836
Increase in value of
participation in Sun
Company, Inc. Defined
Contribution Master
Trust (Notes 1 and 3) 19,873,497 16,286,282 17,466,560 -- -- -- 53,626,339
Net depreciation in
fair value of Sun
common stock (Note 3) -- -- -- (1,007,541) (3,887,422) -- (4,894,963)
Benefits paid to
participants (Note 6) (4,721,748) (4,595,595) (27,416,858) (642,597) (3,992,166) (4,812) (41,373,776)
Administrative expenses
(Note 2) (82,355) (224,783) (543,092) (102,195) (390,381) -- (1,342,806)
----------- ----------- ------------ ----------- ------------ ---------- ------------
Net additions (deductions) 43,549,672 30,813,098 6,870,735 (2,345,023) (27,175,393) 7,365,148 59,078,237
Net assets available for
plan benefits,
January 1, 1995 47,929,783 50,558,470 231,080,012 28,113,200 115,857,820 566,678 474,105,963
----------- ----------- ------------ ----------- ------------ ---------- ------------
Net assets available for
plan benefits,
December 31, 1995 $91,479,455 $81,371,568 $237,950,747 $25,768,177 $ 88,682,427 $7,931,826 $533,184,200
=========== =========== ============ =========== ============ ========== ============
See accompanying notes to financial statements.
</TABLE>
<PAGE>
<PAGE> 10
SUN COMPANY, INC. CAPITAL ACCUMULATION PLAN
NOTES TO FINANCIAL STATEMENTS
1. GENERAL DESCRIPTION
-------------------
The Sun Company, Inc. Capital Accumulation Plan (Plan) is a combined
profit-sharing and employee stock ownership plan. The Plan provides
eligibility for membership for certain employees of Sun Company, Inc.
and its participating subsidiary companies (collectively, Sun) who are
paid in U.S. dollars and who have completed at least 1,000 hours of
service with Sun in a twelve-month period. An eligible employee can
join the Plan at any time starting with the first payroll period which
begins on or next following 30 days after he or she gives written
notice to the Plan Administrator. The ESOP Fund is an employee stock
ownership plan, while the remaining funds form a profit-sharing plan.
The Plan provides an individual account for each participant. Amounts
disbursed to participants or transferred among funds are based solely
upon amounts contributed to each participant's account adjusted to
reflect any withdrawals and distributions, investment earnings
attributable to such account balances, and appreciation or
depreciation of the market value of the account balance.
Contributions:
-------------
In general, a participant may make Basic Contributions to the Plan of
up to 5% in whole percentages of base pay on a pre-tax basis (Basic
Pre-Tax Contributions) or on a post-tax basis (Basic Post-Tax
Contributions). The participant also may elect to make additional
contributions up to 10% of base pay provided, however, that Basic Pre-
Tax or Basic Post-Tax Contributions are at least 5% of base pay. The
additional 10% may be contributed either on a pre-tax basis
(Additional Pre-Tax Contributions), post-tax basis (Additional Post-
Tax Contributions) or any combination thereof. For certain
participants, limitations imposed by the Internal Revenue Code of
1986, as amended (Code), as described below, restrict their ability to
make Basic Pre-Tax Contributions or Additional Pre-Tax Contributions.
However, such participants may make Basic Post-Tax Contributions and
Additional Post-Tax Contributions such that the sum of their total and
employer contributions do not exceed other limits imposed by the Plan
or the Code.
For every dollar a participant contributes as Basic Contributions, Sun
contributes another full dollar (Matching Employer Contributions).
Pre-tax contributions by each participant may not exceed an annual
limit which is subject to annual upward adjustment for increases in
the cost of living as determined under Internal Revenue Service (IRS)
regulations. This limit was $9,500 for 1996 and $9,240 for 1995.
<PAGE>
<PAGE> 11
SUN COMPANY, INC. CAPITAL ACCUMULATION PLAN
NOTES TO FINANCIAL STATEMENTS (Continued)
1. GENERAL DESCRIPTION (Continued)
------------------------------
The pre-tax contributions and combined Basic Post-Tax Contributions,
Additional Post-Tax Contributions and Matching Employer Contributions
of participants who come within the classification of "highly
compensated employees" as defined in the Code, may not exceed certain
technical limits under the Code. Generally, the allowable percentage
of such contributions for the highly compensated employees is
dependent upon the percentage of contributions made by all other
employees. These limitations may have the effect of reducing the
level of contributions initially selected by the highly compensated
employees. In addition, the total employer and employee contributions
which may be allocated to a participant's account may be limited by
Section 415 of the Code.
The Plan contains a special provision designed to permit the Plan to
borrow money to purchase a significant number of shares of Sun Common
Stock. Such borrowing could only occur upon the action of the Board
of Directors of Sun Company, Inc. If this should occur, the
securities purchased with the proceeds of such a loan will not be
allocated immediately to the accounts of Plan participants but will be
held by the Plan in an unallocated suspense account. Securities will
be released from the suspense account as the loan is repaid and will
be allocated to participants' accounts according to the ratio which
the participant's compensation bears to the compensation of all
participants in the Plan. No participant contributions will be
required or permitted in paying off the loan. Further, subject to
applicable limitations imposed by Section 415 of the Code and
limitations on allocations as set forth in the Plan, any securities
which are allocated to participants' accounts as a result of the
repayment of the loan may, in the discretion of the Plan
Administrator, be used to satisfy Sun's obligation with respect to any
Matching Employer Contributions. As of December 31, 1996, no
borrowings had been approved.
At the end of each month, a participant's account is credited with
units representing interests held in each of the funds described
below. A participant's account balance is immediately 100% vested.
Investment of Employees' Contributions:
--------------------------------------
Bankers Trust Company is the Trustee for investments. The participant
has the option of investing contributions in any one or more of six
funds: the Equity Index Fund; the U.S. Extended Market Equity Fund;
the International Fund; the Diversified Investments Fund; the Capital
Preservation Fund; or, the Sun Common Stock Fund. Participants'
accounts earn a blended rate, or weighted average, of all of the
investments held in the respective funds. These funds and the ESOP
Fund are currently invested in corresponding funds with the same
investment objectives in the Sun Company, Inc. Defined Contribution
<PAGE>
<PAGE> 12
SUN COMPANY, INC. CAPITAL ACCUMULATION PLAN
NOTES TO FINANCIAL STATEMENTS (Continued)
1. GENERAL DESCRIPTION (Continued)
------------------------------
Master Trust (Master Trust). The Master Trust also includes
investments from other Sun tax-qualified defined contribution plans.
Each plan's relative interest in the individual Master Trust funds and
the related income and administrative expense is determined on a basis
proportionate to each plan's past contributions adjusted to reflect
distributions, transfers and prior investment earnings to such funds.
The following table sets forth each fund's respective share of the
total net assets of the corresponding Master Trust fund at
December 31, 1996 and 1995:
<TABLE>
<CAPTION>
1996 1995
<S> <C> <C>
Equity Index Fund 99.4841% 99.4952%
U.S. Extended Market Equity
Fund* 100.0000% --
International Fund* 100.0000% --
Diversified Investments Fund 98.7513% 98.9478%
Capital Preservation Fund 93.2341% 91.1646%
Sun Common Stock Fund** 100.0000% --
ESOP Fund** 100.0000% --
-------------
*Established as an investment alternative in October 1996.
**The Plan's investments in the Sun Common Stock Fund and the ESOP
Fund were transferred to the Master Trust on September 1, 1996.
</TABLE>
Set forth below is a brief description of these funds:
Equity Index Fund - a fund to be invested by investment managers in
a broadly diversified portfolio of common stocks, other types of
equity investments and/or an index fund of large, established,
well-known corporations. The fund may not be invested in any Sun
Company, Inc. securities except that an index fund may contain Sun
Company, Inc. securities. The Equity Index Fund of the Master
Trust is currently invested in an index fund maintained by Barclays
Global Investors which is designed to approximate the performance
of the Standard & Poor's 500 Composite Stock Index; however,
alternate stock market indices and/or an actively managed portfolio
could be substituted at any time.
U.S. Extended Market Equity Fund - a fund to be invested by
investment managers in a portfolio of common stocks, other types of
equity investments and/or an index fund of small and medium-sized
United States companies diversified across a broad range of
industry sectors. The U.S. Extended Market Equity Fund of the
Master Trust is currently invested in an index fund maintained by
Barclays Global Investors which is designed to approximate the
performance of the Wilshire 4500 Index; however, alternate stock
market indices and/or an actively managed portfolio could be
substituted at any time.
<PAGE>
<PAGE> 13
SUN COMPANY, INC. CAPITAL ACCUMULATION PLAN
NOTES TO FINANCIAL STATEMENTS (Continued)
1. GENERAL DESCRIPTION (Continued)
------------------------------
International Fund - a fund to be invested by investment managers
in a diversified portfolio of common stocks, other types of equity
investments and/or an index fund of companies based outside the
United States. This fund is subject to foreign currency exchange
rate risk and "single country" investment risk since it is invested
in the Japanese market, which comprises a significant portion of
the total international equity market. The International Fund of
the Master Trust is currently invested in an actively managed
portfolio which is managed by the Capital Guardian Trust Company.
Diversified Investments Fund - a fund to be invested by investment
managers in a combination of equity investments (diversified common
stocks, other types of equity investments and/or an index fund of
large, established, well-known corporations) and fixed income
securities, including U.S Treasury bonds and money market
instruments. The fund may not be invested in any Sun Company, Inc.
securities except that an index fund may contain Sun Company, Inc.
securities. The Diversified Investments Fund of the Master Trust
is currently invested in a tactical asset allocation fund
maintained by Barclays Global Investors.
Capital Preservation Fund - a fund to be invested in: (1) a series
of contracts with insurance companies or other financial
institutions where the repayment of principal and payment of
interest at a fixed rate for a fixed period of time are backed by
the financial strength of such financial institutions (standard
investment contracts); (2) contracts with financial institutions
backed by the types of obligations described below (synthetic
investment contracts); (3) U.S. government-backed and agency
obligations; or (4) fixed income securities of corporations
primarily rated "investment grade" and high-quality asset-backed
securities primarily rated "AAA". The Capital Preservation Fund of
the Master Trust is currently managed by Certus Asset Advisors.
Sun Common Stock Fund - a fund to be invested principally in Sun
Common Stock. Cash contributions directed for investment in the
Sun Common Stock Fund are used by the Trustee to purchase Sun
Common Stock on securities exchanges, from Sun Company, Inc., or
from any other bona fide offeror of such Sun Common Stock, at the
lowest price obtainable at the time.
ESOP Fund - a fund to be invested principally in Sun Common Stock,
which constitutes an employee stock ownership plan under
Section 4975(e)(7) of the Code. Effective March 1, 1995, no
contributions are invested directly in the ESOP Fund; prior to such
date only company contributions were invested directly in the ESOP
Fund.
<PAGE>
<PAGE> 14
SUN COMPANY, INC. CAPITAL ACCUMULATION PLAN
NOTES TO FINANCIAL STATEMENTS (Continued)
1. GENERAL DESCRIPTION (Continued)
------------------------------
Each of the above funds may invest in short-term investments for
purposes of administering the funds, including satisfying the
transfer and withdrawal requests of participants.
At December 31, 1996 and 1995, the Capital Preservation Fund of the
Master Trust is principally invested in both standard and synthetic
investment contracts. Identified below are the insurance companies
and other financial institutions that have entered into standard
investment contracts as of December 31, 1996 and 1995 with the
Master Trust to pay interest on funds invested with them:
<TABLE>
<CAPTION>
% of Master
Trust Capital
Effective Preservation
Annual Fund Net Assets
Interest at 12/31 Last
Rate (Net --------------- Maturity
Financial Institution of Expenses) 1996 1995 Date
- --------------------- ------------ ------------- --------
<S> <C> <C> <C> <C>
CIGNA Corporation 9.00% -% 1% 1/13/96
Hartford Life Insurance Company 8.31% 2 2 7/15/97
Metropolitan Life Insurance 7.41% 2 2 9/15/99
Company
Morgan Bank (Delaware) 8.56% - 3 1/16/96
New York Life Insurance Co. 7.35% 2 2 3/17/97
New York Life Insurance Co. 8.07% 4 3 10/16/00
Principal Mutual Life Insurance
Company 9.22% 4 6 6/30/97
Provident National Assurance Co. 8.70% - 4 6/20/96
Provident National Assurance Co. 8.35% - 4 5/15/96
Prudential Asset Management Co. 5.53% 5 5 12/31/98
Safeco Life Insurance Companies 7.05% 2 2 6/15/00
--- ---
21%* 34%*
=== ===
- -------------
*The remaining 79% and 66% of the net assets of the Capital Preservation
Fund of the Master Trust at December 31, 1996 and 1995, respectively, are
invested in synthetic investment contracts (72% and 58%) and in
collective trust funds (7% and 8%) maintained by Bankers Trust Company
and Wells Fargo Institutional Trust Company. The collective trust funds
are comprised primarily of U.S. government-backed and agency obligations
and short-term investments.
</TABLE>
<PAGE>
<PAGE> 15
SUN COMPANY, INC. CAPITAL ACCUMULATION PLAN
NOTES TO FINANCIAL STATEMENTS (Continued)
1. GENERAL DESCRIPTION (Continued)
------------------------------
The Plan's relative interest in the standard investment contracts
with insurance companies or other financial institutions described
above represents the maximum potential credit losses from
concentrations of credit risk in the Capital Preservation Fund in
accordance with the provisions of Statement of Financial Accounting
Standards No. 105, "Disclosure of Information about Financial
Instruments with Off-Balance-Sheet Risk and Financial Instruments
with Concentrations of Credit Risk" (SFAS No. 105). SFAS No. 105
requires that such potential credit losses be determined assuming
(1) complete nonperformance by the counterparties to the
transactions and (2) any related collateral has no value. There is
no collateral associated with the standard investment contracts in
the Capital Preservation Fund. Plan management believes that
future credit losses of the Plan's investment in the Capital
Preservation Fund of the Master Trust, if any, would not be
material in relation to the Capital Preservation Fund's net assets
available for plan benefits at December 31, 1996. There are no
other significant concentrations of credit risk in other Plan
assets.
The Master Trust also has entered into synthetic investment
contracts with Bankers Trust Company, National Westminster Bank
plc, People's Security Life Insurance Company and Transamerica Life
Companies. The synthetic investment contracts are composed of
underlying assets and "wrappers", which are contracts that enable
withdrawals to be made at contract value, rather than at the market
value of the underlying assets. The contracts have underlying
assets invested either directly or through collective trust funds
in government agency-backed collateralized mortgage obligation
issues, government and corporate bonds and other asset-backed
securities. The contracts are presented below in two separate
portfolios based upon the investment strategy for the underlying
assets. The assets in the "Buy and Hold Portfolios" are expected
to be held until maturity, while the "Managed Portfolios" are
actively managed to reflect changing market conditions. Interest
crediting rates for these contracts are reset at least quarterly,
as specified in the respective contracts. The following table
details for each contract respective interest crediting rates and
percentage of the net assets of the Capital Preservation Fund of
the Master Trust at December 31, 1996 and 1995:
<PAGE>
<PAGE> 16
SUN COMPANY, INC. CAPITAL ACCUMULATION PLAN
NOTES TO FINANCIAL STATEMENTS (Continued)
1. GENERAL DESCRIPTION (Continued)
------------------------------
<TABLE>
<CAPTION>
% of Master Trust
Capital Preservation
Financial Institutions Average Interest Fund Net Assets
Providing Wrapper Crediting Rate at 12/31
---------------------- ---------------- -------------------
1996 1995 1996 1995
---- ---- ---- ----
Buy and Hold Portfolios:
-----------------------
<S> <C> <C> <C> <C>
Bankers Trust Company 8.25% 8.25% 2% 2%
National Westminster Bank plc 6.64% 6.25% 4 2
People's Security Life
Insurance Co. 5.90% 5.85% 7 6
Transamerica Life Companies 6.68% 6.52% 12 12
Managed Portfolios:
------------------
Bankers Trust Company 6.80% 6.69% 22 20
People's Security Life
Insurance Co. 7.18% 6.89% 17 16
Transamerica Life Companies 8.05% -- 8 --
---- ----
72% 58%
==== ====
</TABLE>
Over time, the contracts will earn the rate of return of the
underlying assets.
The average interest crediting rate at December 31, 1996 for all
standard and synthetic investment contracts in the aggregate was
7.09%, while the average yield for the year ended December 31, 1996
for such contracts in the aggregate was 7.01%.
Investment of Employers' Contributions:
--------------------------------------
Effective March 1, 1995, employer contributions are invested in
each of the funds in the same proportion as the participant's
contributions are invested in such funds. Prior to that date,
employer contributions were invested in the ESOP Fund.
Investment Earnings Reinvestment/Distribution:
---------------------------------------------
Earnings from dividends and interest in all funds (except the ESOP
Fund) are retained by the Trustee and reinvested in the same fund.
A participant who has funds in the ESOP Fund may elect to receive a
payment equal to the dividends due on certain Sun Common Stock
attributable to his account in the ESOP Fund (dividend equivalents)
if they exceed $10. Dividends on Sun Common Stock in the ESOP
<PAGE>
<PAGE> 17
SUN COMPANY, INC. CAPITAL ACCUMULATION PLAN
NOTES TO FINANCIAL STATEMENTS (Continued)
1. GENERAL DESCRIPTION (Continued)
------------------------------
Fund for which a participant has not elected to receive an
equivalent distribution, or which are not eligible for payment, are
credited to his account in the ESOP Fund and are reinvested in Sun
Common Stock by the Trustee.
Rollovers, Withdrawals and Transfers:
------------------------------------
Certain employees of Sun may roll over the taxable portion of a
distribution from a tax-qualified plan of a previous employer into
the Plan, provided certain conditions imposed by the Plan
Administrator are met. Effective July 1, 1996, the Atlantic
Savings Plan was merged into the Plan and all participants in the
Atlantic Savings Plan became participants in the Plan. In
addition, effective May 1, 1995, all employees of Mid-Valley
Pipeline Company, an affiliate of Sun, became employees of Sun and
participants in the Plan. In connection therewith, the Mid-Valley
Pipeline Company Capital Accumulation Plan (MidCAP) was merged into
the Plan at such time. The Atlantic Savings and MidCAP plan
transfers are separately reflected by fund in the statements of
changes in net assets available for plan benefits.
Employees who terminate employment and elect to defer the
distribution of their Plan account may also directly roll over the
taxable portion of distributions from other Sun tax-qualified plans
into the Plan.
Upon retirement or other termination of employment, the balances
credited to a participant's account will be held in the Plan until
the participant reaches age 70 1/2, unless the participant elects
an earlier distribution. Alternatively, a participant who
terminates service may request that the account balance be
transferred directly to an individual retirement account or annuity
or a defined contribution plan maintained by a successor employer.
Retirees or terminated vested persons, regardless of age, may elect
to take periodic distributions either through withdrawals every six
months in varying amounts or in substantially equal payments every
six months over the participant's remaining life expectancy.
A participant, during employment, may withdraw up to 100% of
Matching Employer Contributions, including any earnings thereon,
and his ESOP sub-account under the ESOP Fund, if any, provided that
such contributions have been in the Plan for two years. In
addition, a participant may withdraw up to 100% of Additional Post-
Tax Contributions including any earnings thereon. Withdrawals are
permitted once every six months.
<PAGE>
<PAGE> 18
SUN COMPANY, INC. CAPITAL ACCUMULATION PLAN
NOTES TO FINANCIAL STATEMENTS (Continued)
1. GENERAL DESCRIPTION (Continued)
------------------------------
Withdrawals from the Equity Index Fund, U.S. Extended Market Equity
Fund, International Fund and Diversified Investments Fund are made
in cash only while those from the Capital Preservation Fund may be
made in cash or as an annuity. Withdrawals from the Sun Common
Stock Fund and the ESOP Fund are made in the form of Sun Common
Stock or cash at the participant's discretion. Withdrawals of Sun
Common Stock are valued at the closing market prices on the last
business day of the month in which the notice of withdrawal has
been processed by the Plan. Withdrawals will be distributed from
participants accounts in the following order:
Capital Preservation Fund
Diversified Investments Fund
Equity Index Fund
U.S. Extended Market Equity Fund
International Fund
Sun Common Stock Fund
ESOP Fund
While actively employed, a participant generally is not entitled to
withdraw Basic Pre-Tax Contributions, Basic Post-Tax Contributions
or Additional Pre-Tax Contributions, including earnings thereon.
A participant may transfer investments among all Funds (except the
Loan Fund), subject generally to the following rules. A
participant may elect to change the investment allocation
percentage for any Fund (except the Loan Fund) or elect to transfer
a specified dollar amount from the Equity Index Fund, U.S. Extended
Market Equity Fund, International Fund, Diversified Investments
Fund and Capital Preservation Fund or share equivalents from the
Sun Common Stock and ESOP Funds. Transfers or changes in fund
allocation percentages may be made monthly.
Should total withdrawals or transfers from a fund during a month cause
the Trustee to liquidate securities, resulting in a gain or loss to
the fund, such gain or loss will be allocated, pro rata, among the
participants who made such withdrawals or transfers during that month.
Withdrawals and transfers of Sun Common Stock are subject to a maximum
500,000 shares per month limitation except that there is no limit in
the number of shares which may be withdrawn from the Plan.
Notwithstanding the foregoing, benefit payments shall be made in
accordance with the Code and IRS regulations and shall be made to a
participant and/or his designated beneficiary not later than April 1
of the calendar year following the calendar year in which the
participant attains 70 1/2 years of age.
<PAGE>
<PAGE> 19
SUN COMPANY, INC. CAPITAL ACCUMULATION PLAN
NOTES TO FINANCIAL STATEMENTS (Continued)
1. GENERAL DESCRIPTION (Continued)
------------------------------
Loans to Participants
---------------------
The Plan Administrator has the authority, in his sole discretion, to
direct the Trustee to lend a participant an amount not exceeding
certain portions of the participant's account balance in the Plan.
Prior to October 9, 1995, the Plan Administrator did not permit any
loans to Plan participants, except for loans that were outstanding
from participants of Chevron U.S.A.'s tax-qualified plan which had
been transferred into the Plan. Effective October 9, 1995, the Plan
Administrator elected to permit loans to Plan participants.
Participants are eligible to borrow if they are on the active payroll
of Sun and have a Plan account balance of at least $2,000. The
minimum loan amount is $1,000, while the maximum loan amount is the
lesser of (a) $50,000 adjusted downward by the highest outstanding
loan balance in the past twelve months or (b) one-half the value of
the participant's account balance. Participants are permitted to
borrow only once in a twelve-month period and to have no more than two
loans outstanding at any time. Loan proceeds are withdrawn from each
fund in which the participant has an account balance on a pro rata
basis and are not taxable to the participant when received. Any loan
which is not repaid is in default and the outstanding loan balance
(including accrued interest thereon) is treated as a distribution from
the Plan. Loans and related activity are reflected in the Loan Fund
in the accompanying financial statements. As loans receivable
(including interest thereon) are repaid, amounts are transferred into
the funds in the same proportion as the participant's current
contributions.
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
------------------------------------------
Use of Estimates:
----------------
Certain amounts included in the accompanying financial statements and
related footnotes reflect the use of estimates based on assumptions
made by the Plan's management. Actual amounts could differ from these
estimates.
Investments:
-----------
The valuation of the Plan's interests in collective trust funds or its
relative interest in such funds held by the Master Trust is based on
the closing market price on the last business day of the year of the
assets held in the funds; the Plan's relative interest in such funds
is determined by the Trustee on a unit-method basis. The Plan's
relative interest in investments in both standard and synthetic
investment contracts with insurance companies or other financial
<PAGE>
<PAGE> 20
SUN COMPANY, INC. CAPITAL ACCUMULATION PLAN
NOTES TO FINANCIAL STATEMENTS (Continued)
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
-----------------------------------------------------
institutions held by the Master Trust are stated at contract value.
Contract value represents contributions made under the contract plus
interest accrued at the contract rate less any withdrawals. Standard
investment contracts earn interest at fixed rates while synthetic
investment contracts earn interest at rates that are reset at least
quarterly as specified in the respective contract. The Master Trust's
management believes that the contract value of all of its investment
contracts approximates fair value. However, since there is no
significant secondary market for these investments, contract value may
not be indicative of amounts that could be realized in a current
market exchange. The valuation of Sun Common Stock is based on the
closing market price reported on the New York Stock Exchange on the
last business day of the Plan year.
Purchases and sales of securities are reflected on a trade-date basis.
Dividend income is reported on the ex-dividend date; interest income
is recorded as earned on an accrual basis. The net appreciation
(depreciation) in the fair value of Sun Common Stock, which consists
of realized gains (losses) and unrealized appreciation (depreciation),
is reported as a separate line item in the statements of changes in
net assets available for plan benefits, prior to the transfer of the
Plan's investments in Sun Common Stock to the Master Trust on
September 1, 1996. Beginning on September 1, 1996, the net
appreciation in the fair value of Sun Stock is reflected as a
component of the increase in value of participation in the Sun
Company, Inc. Defined Contribution Master Trust (Note 3).
Benefits Paid to Participants:
-----------------------------
Benefits paid to participants, which include withdrawals and
distributions, are recorded upon distribution.
Administrative Expenses:
-----------------------
All brokerage fees, taxes and other expenses related to the purchase
and sale of securities in all funds are paid out of the respective
assets of such funds. All other costs and expenses (other than the
cost of services provided by Sun employees which are paid by Sun)
incurred in administering the Plan are generally charged, pro rata, to
each of the respective funds.
<PAGE>
<PAGE> 21
SUN COMPANY, INC. CAPITAL ACCUMULATION PLAN
NOTES TO FINANCIAL STATEMENTS (Continued)
3. SUPPLEMENTAL INFORMATION
------------------------
The net asset value per unit and the number of units in the Plan at
December 31, 1996 and 1995, respectively, are as follows:
<TABLE>
<CAPTION>
At December 31, 1996 At December 31, 1995
--------------------- ---------------------
Net Asset Number Net Asset Number
Value of Value of
Per Unit Units Per Unit Units
-------- ------- -------- -------
<S> <C> <C> <C> <C>
Equity Index Fund $7.929 17,973,746 $6.472 14,134,650
U.S. Extended Market
Equity Fund $1.025 3,968,004 -- --
International Fund $1.039 2,461,395 -- --
Diversified Investments
Fund $4.656 19,603,676 $4.140 19,654,968
Capital Preservation
Fund $3.689 65,683,811 $3.454 68,891,357
Sun Common Stock Fund $ .657 43,174,516 $ .739 34,868,981
ESOP Fund $1.447 47,244,569 $1.619 54,776,051
</TABLE>
Net asset value per unit is computed on a monthly basis by dividing
the value of all members' accounts by the units outstanding.
<PAGE>
<PAGE> 22
SUN COMPANY, INC. CAPITAL ACCUMULATION PLAN
NOTES TO FINANCIAL STATEMENTS (Continued)
3. SUPPLEMENTAL INFORMATION (Continued)
------------------------------------
The increase in value of participation in the Sun Company, Inc.
Defined Contribution Master Trust by fund for the years ended
December 31, 1996 and 1995 was composed of the following:
<TABLE>
<CAPTION>
1996
--------------------------------------------------------------------------------
Equity U.S. Extended Diversified Capital
Index Market Equity International Investments Preservation
Fund Fund Fund Fund Fund
------------ -------------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C>
Dividend income $ -- $ -- $ -- $ -- $ --
Interest income 19,357 533 17 9,471 15,002,951
Income from collective trust funds 2,629,387 13,048 280 3,955,878 1,207,889
Net appreciation (depreciation)
in fair value of instruments 21,147,011 33,275 41,028 6,564,332 (118,418)
----------- ------- ------- ----------- -----------
$23,795,755 $46,856 $41,325 $10,529,681 $16,092,422
=========== ======= ======= =========== ===========
</TABLE>
<TABLE>
<CAPTION>
1996
-----------------------------------------------
Sun Common
Stock Fund* ESOP Fund* Total
-------------- ---------- -----------
<S> <C> <C> <C>
Dividend income $ 286,140 $ 726,309 $ 1,012,449
Interest income -- -- 15,032,329
Income from collective trust funds 4,372 11,152 7,822,006
Net appreciation (depreciation)
in fair value of instruments 896,730 2,177,605 30,741,563
---------- ---------- -----------
$1,187,242 $2,915,066 $54,608,347
========== ========== ===========
- -------------
*Reflects the increase in value of participation in the Master Trust from September 1, 1996 (the date the Sun
Common Stock was transferred to the Master Trust) to December 31, 1996. Prior to the transfer, the individual components of
the increase (decrease) in value are separately reflected in the statements of changes in net assets available for plan
benefits.
</TABLE>
<TABLE>
<CAPTION>
1995
---------------------------------------------------------------
Diversified Capital
Equity Index Investments Preservation
Fund Fund Fund Total
------------ -------------- ------------- -----------
<S> <C> <C> <C> <C>
Interest income $ -- $ -- $15,752,606 $15,752,606
Income from collective trust funds 1,682,481 2,917,278 1,330,533 5,930,292
Net appreciation in fair value
of instruments 18,191,016 13,369,004 383,421 31,943,441
----------- ----------- ----------- -----------
$19,873,497 $16,286,282 $17,466,560 $53,626,339
=========== =========== =========== ===========
</TABLE>
<PAGE>
<PAGE> 23
SUN COMPANY, INC. CAPITAL ACCUMULATION PLAN
NOTES TO FINANCIAL STATEMENTS (Continued)
4. SUN COMPANY, INC. TENDER OFFER
------------------------------
On June 13, 1995, Sun Company, Inc. announced an extensive operational
and financial restructuring of the Company, including a reduction in
the annual dividend rate on Sun Common Stock from $1.80 to $1.00 per
share, an offer to exchange up to 25,000,000 newly-issued depositary
shares each representing one-half share of its Series A Cumulative
Preference Stock for an equal number of shares of Sun Common Stock
(Exchange Offer) and an offer to repurchase in a "Dutch Auction" up to
6,400,000 shares of Sun Common Stock at cash prices not greater than
$33 nor less than $30 (Cash Offer). Sun Common Stock held in the Plan
could not be tendered in the Exchange Offer, as the Plan does not
provide for investments in the depositary shares.
Sun's Benefit Plans Investment Committee, a Plan fiduciary, engaged an
independent investment manager to decide whether or not to tender the
Plan's shares of Sun Common Stock in the Cash Offer and to manage a
repurchase program if the shares were tendered pursuant thereto. All
of the Sun Common Stock held by the Plan was tendered on behalf of the
Plan participants in the Cash Offer at a price of $30 per share.
Since the Cash Offer was oversubscribed, approximately 18% of all
shares tendered was accepted by the Company on a pro rata basis.
Proceeds received by the Plan for the 808,955 shares of Sun Common
Stock accepted by the Company in the Cash Offer were reinvested over a
period of time in Sun Common Stock in accordance with the investment
objectives of the Sun Common Stock and ESOP Funds, resulting in a net
increase in shares held by the Plan of 26,645.
5. TAX STATUS
----------
By letter dated September 16, 1995, the IRS ruled that the Plan is
qualified as a tax-exempt plan with an underlying trust under
Sections 401(a), 401(k) and 501(a) of the Code and as an employee
stock ownership plan under Section 4975 (e)(7) of the Code.
<PAGE>
<PAGE> 24
SUN COMPANY, INC. CAPITAL ACCUMULATION PLAN
NOTES TO FINANCIAL STATEMENTS (Continued)
<TABLE>
<CAPTION>
6. RECONCILIATION OF FINANCIAL STATEMENTS TO FORM 5500
---------------------------------------------------
The following is a reconciliation of net assets available for plan
benefits per the financial statements to the Internal Revenue Service
Form 5500 at December 31, 1996 and 1995:
1996 1995
------------ ------------
<S> <C> <C>
Net assets available for plan
benefits per the financial
statements $593,918,560 $533,184,200
Less: Benefit payments requested
by participants which have not
yet been paid at December 31 (4,459,637) (3,362,844)
------------ ------------
Net assets available for plan
benefits per the Form 5500 $589,458,923 $529,821,356
============ ============
</TABLE>
<TABLE>
<CAPTION>
The following is a reconciliation of benefits paid to participants per
the financial statements to the Internal Revenue Service Form 5500 for
the years ended December 31, 1996 and 1995:
1996 1995
----------- ------------
<S> <C> <C>
Benefits paid to participants per
the financial statements $41,692,312 $41,373,776
Add: Benefit payments requested by
participants which have not yet
been paid at December 31 4,459,637 3,362,844
Less: Benefit payments requested by
participants during the preceding
year which were paid during the
current year (3,362,844) (1,645,109)
----------- -----------
Benefits paid to participants per
the Form 5500 $42,789,105 $43,091,511
=========== ===========
Withdrawals requested by participants are recorded on the Form 5500
for benefit claims that have been processed and approved for payment
prior to December 31 but not yet paid as of that date.
/TABLE
<PAGE>
<PAGE> 25
<TABLE>
SUN COMPANY, INC.
CAPITAL ACCUMULATION PLAN
PN 002
E.I. 23-1743282
SCHEDULE G
PART I - ASSETS HELD FOR INVESTMENT PURPOSES
FOR IRS FORM 5500 - ITEM 27(a)
AT DECEMBER 31, 1996
<CAPTION>
Description of Investment,
Including Maturity Date,
Identity of Issue, Borrower, Lessor Rate of Interest, Par Cost Current
or Similar Party or Maturity Value Value Value
----------------------------------- -------------------------- ----- -------
<S> <C> <C> <C> <C>
LOANS RECEIVABLE FROM PARTICIPANTS 8.25%-8.75% with various $ -- $ 14,469,290
maturity dates (last ------------ ------------
maturity date - 12/31/06)
VALUE OF INTEREST IN MASTER TRUST
--------------------------------
Sun Company, Inc. Defined Contribution Master Trust
Equity Index Fund 17,973,746 units 90,613,131 143,058,220
U.S. Extended Market Equity Fund 3,968,004 units 2,889,674 2,922,949
International Fund 2,461,395 units 1,888,784 1,929,784
Diversified Investments Funds 19,603,676 units 69,517,158 92,107,260
Capital Preservation Fund 65,683,811 units 242,250,981 242,129,588
Sun Common Stock Fund 43,174,516 units 32,716,921 28,494,427
ESOP Fund 47,244,569 units 79,521,712 69,258,517
------------ ------------
519,398,361 579,900,745
------------ ------------
$519,398,361 $594,370,035
============ ============
</TABLE>
<PAGE>
<PAGE> 26
<TABLE>
SUN COMPANY, INC.
CAPITAL ACCUMULATION PLAN
PN 002
E.I. 23-1743282
SCHEDULE G
PART V - SCHEDULE OF REPORTABLE TRANSACTIONS
FOR IRS FORM 5500 - ITEM 27(d)
FOR THE YEAR ENDED DECEMBER 31, 1996
<CAPTION>
Dispositions Acquisitions
-------------------------------------------------------------- ------------------------------------
Original
Cost of Selling Transaction Gain or Purchase Transaction
Description Number Asset Price* Costs (Loss) Number Price* Costs
----------- ------ -------- ------- ----------- ------- ------ -------- -----------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
VALUE OF INTEREST IN
COLLECTIVE TRUST FUNDS
----------------------
**Mellon Bank EB Temporary
Investment Fund 48 $24,155,779 $24,155,779 $ -- $ -- 56 $23,581,753 $ --
EMPLOYER RELATED INVESTMENT***
---------------------------
**Sun Company, Inc. Common
Stock 32 $11,721,943 $12,088,718 $22,263 $344,512 2 $ 3,299,978 $6,286
- ----------------
*The selling price or purchase price, as applicable, was equal to the current value of the asset on the transaction date.
**Series of 5% transactions.
***Reflects acquisitions and dispositions of Sun Common Stock from January 1, 1996 to September 1, 1996 (the date Sun Common
Stock was transferred to the Sun Company, Inc. Defined Contribution Master Trust).
</TABLE>
<PAGE>
<PAGE> 27
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON
FORM 8-K
(a) The following documents are filed as part of this report:
3. Exhibits:
23.1 - Consent of Ernst & Young LLP for the Sun Company,
Inc. Capital Accumulation Plan.
23.2 - Consent of Coopers & Lybrand L.L.P. for the Sun
Company, Inc. Capital Accumulation Plan.
23.3 - Report of Coopers & Lybrand L.L.P. for the Sun
Company, Inc. Capital Accumulation Plan.
<PAGE>
<PAGE> 1
EXHIBIT INDEX
Exhibit
Number Exhibit
- ------- -------
23.1 Consent of Ernst & Young LLP for the Sun Company, Inc. Capital
Accumulation Plan.
23.2 Consent of Coopers & Lybrand L.L.P. for the Sun Company, Inc.
Capital Accumulation Plan.
23.3 Report of Coopers & Lybrand L.L.P. for the Sun Company, Inc.
Capital Accumulation Plan.
<PAGE>
<PAGE> 1
EXHIBIT 23.1
CONSENT OF ERNST & YOUNG LLP
We consent to the incorporation by reference in the Registration Statement
(Form S-8 No. 33-9931) pertaining to the Sun Company, Inc. Capital
Accumulation Plan of our report dated June 12, 1997 with respect to the
financial statements and supplemental schedules of the Sun Company, Inc.
Capital Accumulation Plan included in this Form 10-K/A for the year ended
December 31, 1996.
/s/ ERNST & YOUNG LLP
- ---------------------
Ernst & Young LLP
June 12, 1997
<PAGE>
<PAGE> 1
EXHIBIT 23.2
CONSENT OF COOPERS & LYBRAND L.L.P.
We consent to the incorporation by reference in the Sun Company, Inc.
Capital Accumulation Plan Form S-8 Registration Statement (Registration
No. 33-9931) of our report dated May 31, 1996 on our audit of the financial
statements of the Sun Company, Inc. Capital Accumulation Plan as of
December 31, 1995 and for the year then ended, which report is included in
this Form 10-K/A.
/s/ COOPERS & LYBRAND L.L.P.
- ----------------------------
Coopers & Lybrand L.L.P.
2400 Eleven Penn Center
Philadelphia, PA 19103
June 12, 1997
<PAGE>
<PAGE> 1
EXHIBIT 23.3
REPORT OF COOPERS & LYBRAND L.L.P.
To the Plan Administrator of the Sun Company, Inc. Capital
Accumulation Plan:
We have audited the accompanying statement of net assets available for
plan benefits of the Sun Company, Inc. Capital Accumulation Plan (Plan) as
of December 31, 1995, and the related statement of changes in net assets
available for plan benefits for the year then ended. 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 audit.
We conducted our audit 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 audit
provides a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly,
in all material respects, the net assets available for plan benefits of the
Plan as of December 31, 1995, and the changes in net assets available for
plan benefits for the year then ended, in conformity with generally
accepted accounting principles.
Our audit was performed for the purpose of forming an opinion on the basic
financial statements taken as a whole. The Fund Information in the
statement of net assets available for plan benefits as of December 31, 1995
and the statement of changes in net assets available for plan benefits for
the year then ended is presented for purposes of additional analysis rather
than to present the net assets available for plan benefits and changes in
net assets available for plan benefits of each fund. The Fund Information
has been subjected to the auditing procedures applied in the audit of the
basic financial statements and, in our opinion, is fairly stated in all
material respects in relation to the basic financial statements taken as a
whole.
/s/ COOPERS & LYBRAND L.L.P.
- ----------------------------
Coopers & Lybrand L.L.P.
2400 Eleven Penn Center
Philadelphia, PA 19103
May 31, 1996
