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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-A/A
AMENDMENT NO. 1
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
SUN COMPANY, INC.
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(Exact name of registrant as specified in its charter)
PENNSYLVANIA 23-1743282
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(State or other jurisdiction of incorporation (I.R.S. Employer
or organization Identification No.)
TEN PENN CENTER, 1801 MARKET STREET, PHILADELPHIA, PA 19103-1699
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(Address of principal executive offices)
(Zip Code)
Securities to be registered pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange on which
to be so registered each class is to be registered
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Series B Participating New York Stock Exchange
Cumulative Preference
Stock Purchase Rights
Securities to be registered pursuant to Section 12(g) of the Act:
None
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(Title of Class)
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Item 1. Description of Registrant's Securities to be Registered.
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On February 1, 1996, the Board of Directors of Sun Company, Inc. (the
"Company") declared a dividend of one preferred stock purchase right (a
"Right") for each outstanding share of common stock, par value $1.00 per
share (the "Common Stock"), of the Company, and two Rights for each
outstanding share of Series A Cumulative Preference Stock, without par
value (the "Series A Preference Stock"), of the Company, in each case
payable to holders of record as of the close of business on February 12,
1996 (the "Record Date"). Shares of Common Stock issued after the Record
Date and prior to the Distribution Date (as defined below) will be issued
with a Right attached so that all shares of Common Stock outstanding prior
to the Distribution Date will have Rights attached. The terms and
conditions of the Rights are set forth in a Rights Agreement dated as of
February 1, 1996 (the "Rights Agreement") between the Company and First
Chicago Trust Company of New York, as agent (the "Rights Agent"). The
Rights Agreement, setting forth the description and terms of the Rights,
was included as Exhibits 1 and 2 to the Form 8-A filed by the Company with
the Securities and Exchange Commission on February 1, 1996, and such
previous filing, including exhibits (the "Form 8-A"), is hereby
incorporated herein by this reference. The following summary description
of the Rights does not purport to be complete and is qualified in its
entirety by reference to the Rights Agreement.
Prior to the Distribution Date, the Rights will be evidenced by the
certificates for and will be transferred with the Common Stock and the
Series A Preference Stock, and the registered holders of the Common Stock
and the Series A Preference Stock will be deemed to be the registered
holders of the Rights. After the Distribution Date, the Rights Agent will
mail separate certificates evidencing the Rights to each record holder of
the Common Stock and the Series A Preference Stock as of the close of
business on the Distribution Date, and thereafter the Rights will be
transferable separately from the Common Stock and the Series A Preference
Stock. The "Distribution Date" means the earlier of (i) the 10th day (or
such later day as may be designated by a majority of the Continuing
Directors (as hereinafter defined)) after the date (the "Stock Acquisition
Date") of the first public announcement that a person (other than the
Company or any of its subsidiaries or any employee benefit plan of the
Company or any such subsidiary or certain holders of voting stock of the
Company at the time of the dividend declaration) has acquired beneficial
ownership of 15% or more of the outstanding shares of voting stock of the
Company (an "Acquiring Person") and (ii) the 10th business day (or such
later day as may be designated by a majority of the Continuing Directors)
after the date of the commencement of a tender or exchange offer by any
person which would, if consummated, result in such person becoming an
Acquiring Person.
Prior to the Distribution Date, the Rights will not be exercisable.
After the Distribution Date, each Right will be exercisable to purchase,
for $100.00 (the "Purchase Price"), one one-hundredth of a share of Series
B Participating Cumulative Preference Stock, without par value (the "Series
B Preference Stock"). 1,743,019 shares of Series B Preference Stock have
been reserved for issuance upon exercise of the Rights.
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If any person becomes an Acquiring Person, each Right (other than
Rights beneficially owned by the Acquiring Person and certain affiliated
persons) will entitle the holder to purchase, for the Purchase Price, a
number of shares of Common Stock having a market value of twice the
Purchase Price.
If, after any person has become an Acquiring Person, (1) the Company
is involved in a merger or other business combination in which the Company
is not the surviving corporation or its Common Stock is exchanged for other
securities or assets or (2) the Company and/or one or more of its
subsidiaries sell or otherwise transfer assets or earning power aggregating
more than 50% of the assets or earning power of the Company and its
subsidiaries, taken as a whole, then each Right will entitle the holder to
purchase, for the Purchase Price, a number of shares of common stock of the
other party to such business combination or sale (or in certain
circumstances, an affiliate) having a market value of twice the Purchase
Price.
At any time after any person has become an Acquiring Person (but
before any person becomes the beneficial owner of 50% or more of the
outstanding shares of Common Stock), a majority of the Continuing Directors
may exchange all or part of the Rights (other than Rights beneficially
owned by an Acquiring Person and certain affiliated persons) for shares of
Common Stock at an exchange ratio of one share of Common Stock per Right.
The Board of Directors may redeem all of the Rights at a price of $.01
per Right at any time prior to the close of business on the 10th day after
the Stock Acquisition Date (or such later date as may be designated by a
majority of the Continuing Directors). After any person has become an
Acquiring Person, the Rights may be redeemed only with the approval of a
majority of the Continuing Directors.
"Continuing Director" means any member of the Board of Directors who
was a member of the Board prior to the time an Acquiring Person becomes
such or any person who is subsequently elected to the Board if such person
is recommended or approved by a majority of the Continuing Directors.
Continuing Directors do not include an Acquiring Person, an affiliate or
associate of an Acquiring Person or any representative or nominee of the
foregoing.
The Rights will expire on February 12, 2006, unless earlier exchanged
or redeemed.
Rights holders have no rights as a stockholder of the Company,
including the right to vote and to receive dividends.
The Rights Agreement includes antidilution provisions designed to
prevent efforts to diminish the effectiveness of the Rights.
The Rights have certain anti-takeover effects. The Rights may cause
substantial dilution to a person that attempts to acquire the Company
without a condition to such an offer that a substantial number of the
Rights be acquired or that the Rights be redeemed or declared invalid. The
Rights should not interfere with any merger or other business combination
approved by the Board of Directors (under some circumstances, with the
concurrence of the Continuing Directors) since the Rights may be redeemed
by the Company as described above.
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While the dividend of the Rights was not taxable to stockholders or to
the Company, stockholders or the Company may, depending upon the
circumstances, recognize taxable income in the event that the Rights become
exercisable as set forth above.
After the Distribution Date, the Rights Agreement may be amended in
any respect that does not adversely affect Rights holders (other than any
Acquiring Person and certain affiliated persons). After any person has
become an Acquiring Person, the Rights Agreement may be amended only with
the approval of a majority of the Continuing Directors.
Effective as of July 3, 1997, the Company and the Rights Agent entered
into an agreement ("Amendment No. 1") amending the Rights Agreement
pursuant to Section 27 of the Rights Agreement, which permits the Company,
without the consent of the holders of the Rights Certificates, to amend the
Rights Agreement in any respect prior to the Distribution Date. A copy of
Amendment No. 1 is attached hereto as Exhibit 4.3 and is incorporated by
reference herein in response to this Item 1. The description contained
herein is qualified in its entirety by reference to Exhibit 4.3. A copy of
Amendment No. 1 is available free of charge from the Rights Agent. The
following changes to the Rights Agreement were effected by Amendment No. 1:
(1) Section 23 ("Redemption") was amended to provide that any
redemption of outstanding Rights authorized within 18 months following a
change in the majority composition of the Board of Directors (resulting
from a proxy or consent solicitation if it appears that any Person
participating in such solicitation is likely to become an Acquiring Person)
must be approved by a majority of the Continuing Directors; and
(2) Section 27 ("Supplements and Amendments") was amended to
provide that any amendment of the Rights Agreement authorized within 18
months following a change in the majority composition of the Board of
Directors (resulting from a proxy or consent solicitation if it appears
that any Person participating in such solicitation is likely to become an
Acquiring Person) must be approved by a majority of the Continuing
Directors.
Item 2. Exhibits.
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4.1 Rights Agreement, dated as of February 1, 1996, between Sun
Company, Inc. and First Chicago Trust Company of New York, as
Rights Agent (the "Rights Agreement"), filed as Exhibit 99(b) to
the Company's Current Report on Form 8-K dated February 2, 1996
(File No. 1-6841) is incorporated herein by reference. The
Rights Agreement includes, as Exhibit B thereto, the form of
Rights Certificate.
4.2 Certificate of Amendment, dated as of July 3, 1997, by Sun
Company, Inc.
4.3 Amendment to Rights Agreement, dated as of July 3, 1997, between
Sun Company, Inc. and First Chicago Trust Company of New York, as
Rights Agent (the "Amendment No. 1"), filed as Exhibit 4 to the
Company's Current Report on Form 8-K dated July 8, 1997 (File No.
1-6841) is incorporated herein by reference.
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SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange
Act of 1934, the registrant has duly caused this Amendment No. 1 to the
Registration Statement to be signed on its behalf by the undersigned
thereto duly authorized.
SUN COMPANY, INC.
By: /s/ ROBERT M. AIKEN, JR.
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Robert M. Aiken, Jr.
Executive Vice President and
Chief Financial Officer
Date: July 3, 1997
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EXHIBIT INDEX
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Exhibit
Number Exhibit
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4.1 Rights Agreement, dated as of February 1, 1996, between Sun
Company, Inc. and First Chicago Trust Company of New York, as
Rights Agent (the "Rights Agreement"), filed as Exhibit 99(b) to
the Company's Current Report on Form 8-K dated February 2, 1996
(File No. 1-6841) is incorporated herein by reference. The
Rights Agreement includes, as Exhibit B thereto, the form of
Rights Certificate.
4.2 Certificate of Amendment, dated as of July 3, 1997, by Sun
Company, Inc.
4.3 Amendment to Rights Agreement, dated as of July 3, 1997, between
Sun Company, Inc. and First Chicago Trust Company of New York, as
Rights Agent (the "Amendment No. 1"), filed as Exhibit 4 to the
Company's Current Report on Form 8-K dated July 8, 1997 (File No.
1-6841) is incorporated herein by reference.
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EXHIBIT 4.2
CERTIFICATE OF AMENDMENT
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Pursuant to Section 27 of the Rights Agreement, dated as of February
1, 1996 (the "Rights Agreement"), between Sun Company, Inc. (the "Company")
and First Chicago Trust Company of New York, as Rights Agent (the "Rights
Agent"), the Company hereby certifies that the Amendment No. 1 to the
Rights Agreement, attached as Exhibit 4.3 hereto, is in compliance with the
terms of said Section 27 of the Rights Agreement.
Dated as of July 3, 1997.
SUN COMPANY, INC.
By: /s/ ROBERT M. AIKEN, JR.
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Robert M. Aiken, Jr.
Executive Vice President and
Chief Financial Officer
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AMENDMENT TO RIGHTS AGREEMENT
AMENDMENT, dated as of July 3, 1997 to the Rights Agreement dated as
of February 1, 1996, between Sun Company, Inc. and First Chicago Trust
Company of New York, as Rights Agent (the "Rights Agreement"). Pursuant to
Section 27 of the Rights Agreement, Sun Company, Inc. (the "Company") and
First Chicago Trust Company of New York (the "Rights Agent") shall, if the
Company so directs, supplement or amend any provision of the Rights
Agreement in accordance with the provisions of Section 27 thereof.
1. Paragraph (a) of Section 23 of the Rights Agreement is hereby
amended to read in its entirety as follows:
Section 23. Redemption. (a) The Board of Directors of the Company
may, at its option, at any time prior to the earlier of (i) the close of
business on the tenth (10th) day after the Stock Acquisition Date (or such
later date as a majority of the Continuing Directors may designate prior to
such time as the Rights are no longer redeemable), and (ii) the Final
Expiration Date, redeem all but not less than all of the then outstanding
Rights at a redemption price of $.01 per Right, as such amount may be
appropriately adjusted to reflect any stock split, stock dividend or
similar transaction occurring after the date hereof (such redemption price
being hereinafter referred to as the "Redemption Price"); provided,
however, that if the Board of Directors of the Company authorizes
redemption of the Rights in either of the circumstances set forth in
clauses (x) or (y) below, then there must be Continuing Directors in office
and such authorization shall require the concurrence of a majority of the
Continuing Directors: (x) such authorization occurs on or after the Stock
Acquisition Date, or (y) such authorization occurs on or within eighteen
(18) months of the date of a change (resulting from a proxy or consent
solicitation) in a majority of the directors of the Company in office at
the commencement of such solicitation if any Person who is a participant
in such solicitation has stated (or if upon the commencement of such
solicitation, a majority of the directors of the Company has determined in
good faith) that such Person (or any of its Affiliates or Associates)
intends to take, or may consider taking, any action which would result in
such Person becoming an Acquiring Person or which would cause the
occurrence of a Triggering Event. Notwithstanding anything in this
Agreement to the contrary, the Rights shall not be exercisable after the
first occurrence of a Section 11(a)(ii) Event until such time as the
Company's right of redemption hereunder has expired.
2. Section 27 of the Rights Agreement is hereby amended to read in
its entirety as follows:
Section 27. Supplements and Amendments. The Company and the Rights
Agent shall, if the Company so directs, supplement or amend any provision
of this Agreement without the approval of any holders of certificates
representing shares of Common Stock or Series A Preference Stock. From and
after the Distribution Date, the Company and the Rights Agent shall, if the
Company so directs, supplement or amend this Agreement without the approval
of any holders of Rights Certificates in order (a) to cure any ambiguity,
(b) to correct or supplement any provision contained herein which may be
defective or inconsistent with any other provisions herein, or (c) to
change or supplement the provisions hereof in any manner which the Company
may deem necessary or desirable and which shall not adversely affect the
interests of the holders of Rights (other than an Acquiring Person or an
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Affiliate or Associate of an Acquiring Person). Notwithstanding the
foregoing, (x) after the Stock Acquisition Date or (y) on or within
eighteen (18) months of the date of a change (resulting from a proxy or
consent solicitation) in a majority of the directors of the Company in
office at the commencement of such solicitation, if any Person who is a
participant in such solicitation has stated (or if upon the commencement of
such solicitation, a majority of the directors of the Company has
determined in good faith) that such Person (or any of its Affiliates or
Associates) intends to take, or may consider taking, any action which would
result in such Person becoming an Acquiring Person or which would cause the
occurrence of a Triggering Event, any supplement or amendment shall be
effective only if there are Continuing Directors then in office, and such
supplement or amendment shall have been approved by a majority of such
Continuing Directors. Upon the delivery of a certificate from an
appropriate officer of the Company that states that the proposed supplement
or amendment is in compliance with the terms of this Section, the Rights
Agent shall execute such supplement or amendment. Prior to the
Distribution Date, the interests of the holders of Rights shall be deemed
coincident with the interests of the holders of Common Stock and Series A
Preferred Stock.
IN WITNESS WHEREOF, the Company has caused this instrument to be duly
executed under its corporate seal by its authorized officers.
Dated as of July 3, 1997.
SUN COMPANY, INC.
By: /s/ ROBERT M. AIKEN, JR.
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Robert M. Aiken, Jr.
Executive Vice President and
Chief Financial Officer
[SEAL]
Attest:
/s/ ANN C. MULE'
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Ann C. Mule'
General Attorney and
Corporate Secretary
Sun Company, Inc.
Countersigned:
FIRST CHICAGO TRUST COMPANY OF NEW YORK,
as Rights Agent
By: /s/ JAMES R. KUZMICH
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James R. Kuzmich
Authorized Signature
