<PAGE>
As filed with the Securities and Exchange Commission on May 20, 1999
Registration No. 33
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
--------------
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
--------------
SUNOCO, INC.
(Exact name of registrant as specified in its charter)
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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 (215) 977-3000
(Address, including zip code, and telephone number, including
area code, of registrant's principal executive offices)
--------------
Ann C. Mule, Esquire, General Attorney and Corporate Secretary
Sunoco, Inc., 1801 Market Street, Philadelphia, Pa 19103-1699
(215) 977-3000
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
--------------
Approximate date of commencement of proposed sale to the public: As soon as
practicable after the effective date of this Registration Statement.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [_]
If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, please check the following box. [X]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [_]
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [_]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [_]
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Proposed Proposed
Amount Maximum Maximum
Title of each Class of to be Offering Price Aggregate Amount of
Securities to be Registered Registered Per Unit* Offering Price* Registration Fee**
- ------------------------------------------------------------------------------------------------------------------------
Common Stock, $1 par value 1,000,000 shares $32.5313 $32,531,300 $9,044
- ------------------------------------------------------------------------------------------------------------------------
</TABLE>
*Estimated in accordance with Rule 457(c) solely for the purpose of
calculating the registration fee, based upon the average of the high and low
prices per share of common stock of Sunoco, Inc., as quoted on the New York
Stock Exchange-- Composite Transactions listing for May 17, 1999.
**Calculated pursuant to Section 6(b) of the Securities Act of 1933 as follows:
proposed maximum aggregate offering price multiplied by .000278.
===============================================================================
<PAGE>
Sunoco, Inc. Shareholder Access &
Reinvestment Plan
("SHARP")
Prospectus
Sunoco, Inc.
1,000,000 Shares
COMMON STOCK, $1.00 PAR VALUE
[LOGO APPEARS HERE]
May 20, 1999
Participants in SHARP may conduct the following Sunoco common stock
transactions:
. Purchase shares at relatively low transaction costs.
. Reinvest dividends and/or make automatic investments by electronic
funds transfer to increase share ownership.
. Transfer and sell shares easily.
. Own and transfer shares without holding stock certificates.
See "What are the Risks of Participating in SHARP?" on page 8 of this
Prospectus.
To the extent required by law in certain jurisdictions, shares in SHARP
will be offered through a registered broker dealer to persons not presently
Sunoco shareholders.
Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved the Sunoco common stock discussed in
this Prospectus, or passed upon the adequacy or accuracy of this
Prospectus. Any representation to the contrary is a criminal offense.
<PAGE>
Sunoco, Inc.
[LOGO TO APPEAR HERE]
SHARP
May 20, 1999
<TABLE>
<CAPTION>
Table of Contents Page
<S> <C>
1. Purpose of SHARP 1
2. Key features and benefits 1
3. Information and initial purchases via the Internet 4
4. Administration of SHARP 4
5. Who can join SHARP? 5
6. How do I join SHARP? 5
7. What are the risks of participating in SHARP? 8
8. Fees and commissions 9
9. How are shares purchased and priced? 9
10. What dividend options are available? 11
11. How do I change my dividend option? 12
12. How can I stop reinvesting dividends? 12
13. Can my cash dividends be deposited directly to my bank account? 12
14. Is there any limit on voluntary cash investments? 13
15. How do I make voluntary cash investments? 13
16. How do I change or stop automatic deductions? 14
17. How do I sell shares? 15
18. When will I receive my account statements? 16
19. Will I receive certificates for shares I purchase through SHARP? 16
20. How do I get a certificate for my shares held in safekeeping? 16
21. Why should I deposit my certificates with the Plan Agent? How can I
do this? 17
22. How do I transfer ownership of my shares? 17
23. What are the tax consequences of participating in SHARP? 18
24. Will federal income tax be withheld from dividends or sales
proceeds? 18
25. Voting 19
26. Stock splits and other distributions 19
27. Changes or termination 20
28. Governing law 20
29. Use of proceeds 20
30. Where can I find more information about Sunoco? 20
31. Independent auditors and counsel 22
32. For assistance concerning SHARP 23
</TABLE>
<PAGE>
1. Purpose of SHARP
SHARP is a convenient and economical way to purchase and sell shares of
Sunoco common stock and to reinvest all or a portion of your cash
dividends in additional shares of Sunoco common stock.
********************************************************************************
* SHARP Summary *
* *
* . Initial purchase via the Internet or mail by new *
* shareholders - $250 minimum *
* *
* . Voluntary cash investments by existing shareholders: *
* *
* . By check, money order or wire transfer -$50 minimum; *
* and/or *
* *
* . By electronic funds transfer from your bank - $25 *
* minimum *
* *
* . Dividends may be: *
* *
* . Received in cash by check or directly deposited to your *
* bank account; and/or *
* *
* . Reinvested (fully or partially) in Sunoco common stock *
* *
* . Sale of shares easily and economically *
* *
* . Certificate safekeeping for added convenience *
********************************************************************************
2. Key features and benefits
. If you are a Sunoco shareholder, you may take advantage of the enhanced
services offered through SHARP without going through the enrollment
process required of non-shareholders.
. Even if you are not a current Sunoco shareholder or do not have a
personal broker, you can purchase shares by completing an enrollment form
and sending a check or money order for at least the $250 minimum to the
Plan Agent (see section 6).
[Logo of Sunoco Appears Here]
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You may also choose to enroll by authorizing the automatic withdrawal of
a minimum of $25 per transaction from a designated account at a U.S.
bank or financial institution for at least ten consecutive purchases. As
an alternative, you can enroll and make your initial purchase through
the Internet by accessing SHARP at www.SunocoInc.com.
. Fees for participation are generally lower than those charged by many
brokers (see section 8).
. You can make additional purchases of Sunoco common stock by:
. Automatically reinvesting cash dividends on all or a portion of
your shares while continuing to receive cash dividends on any
other shares.
. Investing a minimum of $50 by check, money order, or wire
transfer, from which applicable fees will be deducted.
. Making automatic investments of at least $25 by electronic funds
transfer from your checking, savings or money market account, from
which applicable fees will be deducted.
. You will benefit from the full investment of funds, less service fees
and commissions, regardless of how you purchase your shares, since both
full and fractional shares will be credited to your account.
. You do not need to reinvest your dividends to participate. Dividends not
reinvested can be paid to you by check or directly deposited in your
designated bank account.
. Purchase orders will be processed at least once every five business
days.
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<PAGE>
. Sale orders will be processed on the day they are received, so long as
the Plan Agent receives your instructions before 1:00 p.m. (Eastern U.S.
time) on a business day on which both the Plan Agent
and the relevant securities trading markets are open.
. You can transfer ownership or make gifts of Sunoco common stock at no
cost to you. When you transfer ownership or give any shares to another
person, that person will become a registered holder and then can take
advantage of the services of SHARP.
. You can deposit for safekeeping with the Plan Agent any Sunoco stock
certificates you currently own or those you acquire in the future. You
can request a certificate for whole shares from your account at any time.
In either case, there is no cost to you. You may still take advantage of
any or all other features of SHARP, whether or not your shares are held
in safekeeping by the Plan Agent.
. You can handle all transactions by fax or mail, and can accomplish many
account inquiries and sales over the telephone.
. Keeping track of your account and new transactions is easy. Each time you
purchase, sell, withdraw, or donate shares, you will receive a statement
that will show the status of your account. Each statement includes a form
for making additional investments, sales, transfers or withdrawals.
. As a participant you can mix and match SHARP features. For example, you
can deposit your certificates for safekeeping, continue to receive full
cash dividends, and purchase more shares through periodic investments.
[Logo of Sunoco Appears Here]
3
<PAGE>
3. Information and initial purchases via the Internet.
You can access the SHARP Prospectus through the Internet at
www.SunocoInc.com. After reviewing the Prospectus, click on "Enrollment"
to link to a secure web site where, after providing the necessary
information, you may enroll in SHARP and arrange for the electronic
transfer of funds from your designated account.
4. Administration of SHARP
Sunoco has hired First Chicago Trust Company of New York to administer
SHARP and act as Plan Agent. The Plan Agent will keep records, send
statements of account to participants and perform all other
administrative duties relating to SHARP.
By enrolling in SHARP, you are authorizing the Plan Agent to receive
voluntary cash payments and/or dividends on your behalf, if you reinvest
your dividends, and to apply these amounts to the purchase of Sunoco
common stock. Sunoco directs the Plan Agent to buy Sunoco common stock in
the open market, or to purchase newly issued or treasury shares directly
from Sunoco.
All inquiries, notices, requests and other communication by participants
concerning SHARP should be made to the Plan Agent at:
First Chicago Trust Company of New York
Attn: Sunoco, Inc. SHARP
P.O. Box 2500
Jersey City, NJ 07303-2500
Telephone: 1-800-888-8494
Fax: (201) 222-4892
Internet: www.equiserve.com
Sunoco may assume the administration of SHARP at any time or appoint
another Plan Agent without prior notice to participants.
[Logo of Sunoco Appears Here]
4
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5. Who can join SHARP?
. Registered shareholders - those that own Sunoco common stock in their own
name.
. "Street name" shareholders - those that hold Sunoco common stock in the
name of a bank, broker, or trustee - may participate by becoming
registered shareholders or registering shares through the "Direct
Registration System" (see section 6).
. Any other investors - even if they do not have a personal broker - can
purchase Sunoco common stock through SHARP. Residents of foreign
countries should make sure that participation would not violate any laws
in their home country.
6. How do I join SHARP?
. Registered Shareholders
. If you already participate in Sunoco's Dividend Reinvestment Plan,
the Plan that SHARP is replacing, the reinvestment of your dividends
will continue in SHARP unless you change your election with the Plan
Agent.
. SHARP services are available to any shareholder of record and you can
activate your enrollment simply by using one of the Plan services or
reinvesting your dividend. You can arrange to use any or all of the
services by calling the Plan Agent (see section 4).
. Shareholders through a Bank, Broker, or Trustee
. If you own shares of Sunoco common stock but they are held in the
name of a bank, broker, or trustee in "street" or nominee name, you
can become a registered holder by instructing your bank, broker or
trustee to transfer some or all of your shares to:
. Your name. Once you receive your certificate you may begin to use
any or all of the SHARP services.
[Logo of Sunoco Appears Here]
5
<PAGE>
. The Plan through the "Direct Registration System." This will allow
you to continue to take advantage of the specialized services
offered by "street name" ownership and also participate in SHARP.
Simply instruct your broker to conduct a "Withdrawal by Transfer"
specifying a statement, or "S", transaction. This will establish a
book-entry account for you with the Plan Agent that includes your
brokerage account information.
Once your brokerage account number is established on your Sunoco
account, you can withdraw your shares from SHARP and move them
back to your brokerage account by instructing the Plan Agent to
electronically deliver the number of full shares you specify to
your account with your bank, broker, or trustee. The Plan Agent
will electronically deliver your shares within 48 hours of
receiving and accepting your instructions. To change or add
information concerning your bank, broker or trustee to your
account with the Plan Agent, you must complete an "Authorization
to Provide Broker/Dealer Information" Form, available upon request
from the Plan Agent or your bank, broker, or trustee. Your
signature(s) on the Authorization Form must be witnessed by the
bank or broker with a Medallion Guarantee.
********************************************************************************
* For shareholders who have obtained their shares outside of SHARP, *
* there are no enrollment fees and the initial minimum purchase fee *
* will not be charged. *
********************************************************************************
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6
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. New Investors
If you are not a current Sunoco shareholder or if you want to establish
a separate account by purchasing shares through SHARP (for example, a
joint account with your spouse, or as a custodian for a minor), fill out
the Enrollment Form and return it to the Plan Agent. Enclose a check or
money order, in U.S. dollars, for at least the minimum investment of
$250. As an alternative, you may enroll directly and make your initial
purchase by accessing SHARP over the Internet at www.SunocoInc.com. You
may also arrange to wire transfer funds from a designated bank account
to cover your initial purchases, or any later purchases, by calling the
Plan Agent for specific instructions.
Sunoco will waive the $250 minimum initial investment for investors who
choose to make their initial purchase and subsequent on-going purchases
through automatic monthly investments. An investor must authorize the
automatic withdrawal of a minimum of $25 per transaction either once or
twice a month from a designated account at a U.S. bank or financial
institution for at least ten consecutive purchases (see section 9).
Your enrollment fee and any applicable commissions on your purchase will
be subtracted from your initial investment amount, with the remainder of
the funds being applied toward your purchase.
********************************************************************************
* You will not be charged an account maintenance fee for participation *
* in SHARP. Expenses are incurred only for transactions as described in *
* section 8. *
********************************************************************************
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7. What are the risks of participating in SHARP?
. You bear all risk of loss that may result from market fluctuations in the
price of Sunoco common stock. Your investment risks in shares acquired
and/or deposited for safekeeping under SHARP are no different from your
investment risks in stock held directly by you. Neither Sunoco nor the
Plan Agent can assure you a profit or protect you against any losses on
shares that are held by or purchased through SHARP.
. SHARP does not establish a dividend policy or guarantee the payment of
future dividends. Sunoco's Board of Directors has the sole discretion to
declare and pay any dividends. Although Sunoco has paid cash dividends on
a regular basis for many years, the amount and timing of any dividends
may be changed at any time without notice. Whether any dividends are
declared or paid depends upon many factors including the future earnings
and financial condition of Sunoco.
. Sunoco and the Plan Agent will interpret and regulate the operation of
SHARP, as they believe appropriate. Neither Sunoco nor any successor to
Sunoco, the Plan Agent, its successor or any other person providing
services to SHARP will be responsible for any good faith acts or
omissions when operating or administering SHARP. For example, they are
not responsible for :
. the failure to terminate a participant's account when the participant
dies;
. the price at which Sunoco common stock is purchased or sold; or
. the timing of any purchases or sales.
However, by participating in SHARP, you will not waive any legal rights
you otherwise may have.
[Logo of Sunoco Appears Here]
8
<PAGE>
8. Fees and commissions
<TABLE>
<CAPTION>
Service Fee Commission/1/
----------------------------------------------------------------------------
<S> <C> <C>
Enrollment (for new investors)/2/ $10 $.03/share
----------------------------------------------------------------------------
Dividend Reinvestment None None
----------------------------------------------------------------------------
Voluntary Investment by Check, Money Order or Wire $5 $.03/share
Transfer/3/
----------------------------------------------------------------------------
Voluntary Investment by Automatic Deductions from your $2 $.03/share
Bank Account/3/
----------------------------------------------------------------------------
Sales $15 $.12/share
----------------------------------------------------------------------------
Certificate Issuance None None
----------------------------------------------------------------------------
Certificate Deposit None None
----------------------------------------------------------------------------
Transfers of Ownership or Gifts None None
----------------------------------------------------------------------------
Account Maintenance None None
----------------------------------------------------------------------------
Duplicate Statement $5 None
</TABLE>
1. No commissions will be charged for shares purchased if Sunoco
chooses to issue new shares or use previously issued shares held in
its treasury.
2. The one-time enrollment fee does not apply to current shareholders
or shareholders who make their initial purchase of Sunoco common
stock outside of SHARP.
3. Refused checks or ACH transactions will result in a charge of $25
to the participant.
9. How are shares purchased and priced?
. Source of shares and purchase price. Sunoco will decide how the Plan
Agent will purchase shares for
[Logo of Sunoco Appears Here]
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SHARP. We will instruct the Plan Agent to purchase shares in the open
market or to buy newly issued or treasury shares directly from Sunoco.
Your cash payment will first be reduced to pay any fees and commissions
(see section 8).
If the Plan Agent buys shares in the open market, the purchase price will
be the average price paid per share during the purchase period. If new
shares or treasury shares are issued, the purchase price will be the
average of the high and low prices based on the New York Stock Exchange
Composite Transactions as reported in the Wall Street Journal on the
investment date, after deducting the service fee. No brokerage
commissions will be charged for newly issued or treasury shares.
. Voluntary cash investments. The Plan Agent will invest funds no later
than five business days after receiving them. The Plan Agent, not Sunoco,
will determine the actual investment date. If you sign up to make
automatic purchases by authorizing the Plan Agent to deduct $25 or more
from your bank account either once or twice a month, your payment will be
transferred on the first and/or fifteenth of each month or on the next
business day if the first and/or fifteenth are not business days. After
fulfilling the minimum purchase requirement, you can stop the automatic
investments by telephoning the Plan Agent, or by completing and mailing
or faxing the form attached to your SHARP account statement.
. You will not be paid any interest on amounts held by the Plan Agent
pending investment. The Plan Agent will not make any refunds of
investments it receives. All applicable fees and commissions will be
deducted from the funds forwarded before any purchase of shares.
. To be sure you receive the next dividend to be paid, initial
investments and voluntary cash purchases must be received by SHARP
eight
[Logo of Sunoco Appears Here]
10
<PAGE>
business days before the record date. The record dates historically have
been on or about February 10, May 10, August 10 and November 10.
. Reinvested dividends. When the Plan Agent purchases shares in the open
market with dividend reinvestment funds, the purchase period may begin up
to three business days before the dividend payment date and end no later
than five business days after the dividend payment date. If new shares or
previously issued shares held in Sunoco's treasury are issued, the
investment date will be the dividend payment date.
********************************************************************************
* Please note that you will not be able to instruct the Plan Agent to *
* purchase shares at a specific time or at a specific price. If you *
* prefer to have control over the exact timing and price of your *
* purchase, you will need to use your own broker. *
********************************************************************************
10. What dividend options are available?
. Participants in SHARP may choose to reinvest some, all, or none of their
dividends.
. If you elect full reinvestment, cash dividends paid on all Sunoco
common stock registered in your name and/or held in your SHARP
account will be applied to the purchase of additional shares of
Sunoco common stock on or around the dividend payment date.
. If you elect partial reinvestment of dividends, a portion of your
dividend proceeds will be paid to you, and the remainder will be used
to purchase additional shares of Sunoco common stock on or around the
dividend payment date. To do this, you must specify the number of
whole shares on which you wish to receive cash dividends. You may
choose to have these cash dividends directly deposited to your
designated account at a bank or financial institution or sent to you
by check.
[Logo of Sunoco Appears Here]
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11. How do I change my dividend option?
You may change your dividend option, including the amount of dividends
received in cash or applied to the purchase of additional shares, at any
time by telephoning the Plan Agent, or by completing and submitting a new
Dividend Authorization Form by fax or mail. Unless the Plan Agent
receives these changes before the current dividend record date, they will
not become effective until the following dividend. You can obtain the
necessary authorization form by contacting the Plan Agent by telephone or
at the address provided in section 4.
12. How can I stop reinvesting dividends?
. You may discontinue reinvestment at any time by calling the Plan Agent or
completing and submitting by fax or mail the form attached to your SHARP
account statement. However, the Plan Agent must receive your request at
least five business days before the next dividend payment date or it will
not be processed until after the dividend reinvestment is completed.
. Even if you stop reinvestment, your shares will continue to be held in
safekeeping unless you request a withdrawal. You will receive a
certificate for any full share(s), and a check representing the sale of
any fractional share.
13. Can my cash dividends be deposited directly to my bank account?
Through SHARP's direct deposit feature, you may elect to have any cash
dividends not reinvested in additional shares of Sunoco common stock paid
by electronic funds transfer to your designated bank account. To do this,
you must first complete and return the Direct Deposit Authorization Form
to the Plan Agent along with a copy of a voided check or deposit slip.
This form is not part of the SHARP
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Enrollment Form and must be specifically requested from the Plan Agent or
obtained on-line at www.equiserve.com.
Forms must be received before the next dividend record date to be
effective for that dividend. Forms received after the current dividend
record date will not become effective until the following dividend. You
may change the designated account for direct deposit or discontinue this
feature by writing to the Plan Agent. You must complete a new Direct
Deposit Authorization Form if you transfer ownership of shares or
otherwise establish a new account, close or change the designated bank
account, or are assigned a new account number by your bank. If the proper
forms are not completed, you will receive your dividend payment by check.
14. Is there any limit on voluntary cash investments?
Total voluntary cash investments may not exceed $250,000 per calendar
year, before any applicable commissions or fees are deducted.
15. How do I make voluntary cash investments?
. Voluntary cash investments can be made in the following ways:
. Check, money order or wire transfer. You can make voluntary cash
purchases by check, money order, or wire transfer for a minimum of
$50 payable in U.S. dollars to "First Chicago-Sunoco." You must send
your voluntary cash payments to the Plan Agent together with the
Transaction Form attached to each account statement, transaction
advice, or with a letter indicating your account number and Company
Code (6259). You should also write your SHARP account number on the
check or money
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order. Call the Plan Agent for additional instructions if you would
like to wire transfer funds for a purchase.
. Automatic deduction from a bank account. You may make automatic
investments of a specified amount through an Automated Clearing
House, or ACH, withdrawal from a designated account at a U.S. bank or
financial institution either once or twice a month. To do this, you
must complete and return an Authorization Form for Automatic
Deductions to the Plan Agent, together with a voided blank check or
savings account deposit slip for the account from which funds are to
be drawn. You should allow four to six weeks for the first investment
to be initiated. Once automatic deductions are initiated, funds will
be drawn from your account on the first and/or fifteenth day of each
month or the next business day if the first and/or fifteenth are not
business days. The funds will normally be invested within five
business days. Automatic deductions will continue until you instruct
the Plan Agent to stop.
. Regardless of how you make your purchase, you will benefit from the full
investment of your funds, less service fees and commissions, as both full
and fractional shares are credited to your account.
16. How do I change or stop automatic deductions?
. You may change or stop automatic deductions by notifying the Plan Agent
by telephone, mail or fax. You must complete a new Authorization Form for
Automatic Deductions when you transfer ownership of shares or otherwise
establish a new account, close or change the designated bank account or
are assigned a new account number by your bank.
[Logo of Sunoco Appears Here]
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<PAGE>
. To be effective with respect to a particular investment date, the Plan
Agent must receive the new Authorization Form for Automatic Deductions at
least six business days before the date that funds are scheduled to be
withdrawn from your account.
17. How do I sell shares?
. To sell shares through SHARP, they must first be deposited with the Plan
Agent.
. You can sell any of your shares held in safekeeping by accessing your
account via the Internet at www.equiserve.com, telephoning the Plan
Agent, or completing the form attached to your SHARP account statement
and returning it to the Plan Agent by fax or mail.
. The Plan Agent will sell shares daily on the open market through its
designated broker. To be processed the same day, all sale requests must
be received before 1:00 p.m. (Eastern U.S. time) on a business day during
which the Plan Agent and the relevant securities trading markets are
open. The sales price per share will be the average price per share
received by the Plan Agent for all sales made that day for SHARP
participants. The cash proceeds that you will receive for the shares sold
will be equal to this average daily sales price minus the service charge
per sale and the brokerage commission on the shares sold (see section 8).
********************************************************************************
* Please note that the Plan Agent will not accept instructions to sell *
* on some later day or at a specific time or price. If you want to *
* have control over the exact timing and sales prices, you can *
* withdraw the shares you wish to sell and sell them through your own *
* broker. *
********************************************************************************
[Logo of Sunoco Appears Here]
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<PAGE>
18. When will I receive my account statements?
. To help you in your recordkeeping, the Plan Agent will send you the
following information:
. For each sale, gift or voluntary cash investment that you make or
receive, a statement detailing the transaction;
. For each dividend reinvested, a statement detailing all activity in
your account for that calendar year;
. For any transactions you make after the fourth quarter dividend, an
updated cumulative statement detailing all activity in your account
for that year.
********************************************************************************
* It is very important to retain your statements in a safe place for *
* tax purposes. The Plan Agent will charge you $5 for each duplicate *
* statement. *
********************************************************************************
19. Will I receive certificates for shares I purchase through SHARP?
. You will not automatically receive certificates for shares purchased
through SHARP. The Plan Agent will hold these shares as well as
certificates forwarded for safekeeping.
20. How do I get a certificate for my shares held in safekeeping?
. To obtain stock certificates for all or some of your shares, you can
access your account via the Internet at www.equiserve.com, or call,
write, or fax the Plan Agent. This service is free.
. Certificates for fractional shares cannot be issued.
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21. Why should I deposit my certificates with the Plan Agent? How can I do
this?
. Your stock certificates are valuable and expensive to replace if lost or
stolen. SHARP offers you the convenience of depositing your certificates
for safekeeping at any time.
. Shares deposited with the Plan Agent are treated the same as shares
purchased through SHARP. They may be transferred or sold through SHARP in
the same convenient way as those shares you acquire through SHARP.
. Depositing your certificates does not require that you reinvest your
dividends.
. To deposit certificates into your SHARP account, send the unendorsed
certificates to:
First Chicago Trust Company of New York
Attn: Sunoco Inc. SHARP
P.O. Box 2500
Jersey City, NJ 07303-2500
. There is no charge for depositing your certificates. You also may request
a certificate for any of your deposited shares at any time, free of
charge.
. You should consider forwarding your certificates by registered mail,
return receipt requested, and insuring the package for an amount
sufficient to cover the costs associated with the replacement of the
shares if they are lost. The Plan Agent can provide you with an estimate
of these costs.
22. How do I transfer ownership of my shares?
. To transfer some or all of your shares to another person, simply call the
Plan Agent. Depending on the circumstances of your particular
transaction, the instructions, requirements and documents necessary to
complete the transfer will vary. Once the Plan
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Agent receives all of the necessary forms and documents, your request
will be processed promptly. This service is free.
23. What are the tax consequences of participating in SHARP?
. All the dividends paid to you - whether or not they are reinvested - are
considered taxable income to you in the year they are paid by Sunoco.
Also, the Internal Revenue Service will treat as taxable income any
brokerage commissions and fees that Sunoco pays on your behalf for the
reinvestment of dividends. The total amount will be reported to you and
to the Internal Revenue Service on IRS Form 1099-DIV which will be mailed
by January 31.
. All shares of stock that are sold through the Plan Agent will be reported
to the IRS as required by law. IRS Form 1099-B will be mailed by January
31 to all those who sold stock through SHARP. The 1099-B form will only
include proceeds you received from the sale of your shares. You are
responsible for calculating the cost basis of the shares you sold and any
gain or loss on the sale.
********************************************************************************
* Be sure to keep your account statements for income tax purposes. If *
* you have questions about the tax impact of any transactions you are *
* contemplating, please consult your own tax advisor. *
********************************************************************************
24. Will federal income tax be withheld from dividends or sales proceeds?
. United States shareholders:
. Federal law requires the Plan Agent to withhold an amount, currently
31%, from the amount of dividends and the proceeds of any sale of
shares if:
. you fail to certify to the Plan Agent that you are not subject to
backup withholding and that
[Logo of Sunoco Appears Here]
18
<PAGE>
the taxpayer identification number on your account is correct (on
Form W-9); or
. the IRS notifies Sunoco or the Plan Agent that you are subject to
backup withholding.
. Any amounts withheld will be deducted from the dividends and/or from
the proceeds of any sale of shares, and the remaining amount will be
reinvested or paid as you have instructed.
. You may obtain a W-9 by calling the Plan Agent.
. Foreign shareholders:
. Any required United States income tax withholding will be deducted
from dividends and/or sale proceeds and the remaining amount will be
reinvested or paid as you have instructed.
25. Voting
For every shareholder meeting, you will receive a proxy that will cover
all the Sunoco shares you hold both in SHARP and in the form of stock
certificates. The proxy will allow you to indicate how you want your
shares to be voted. Your shares will be voted only as you indicate,
according to the instructions provided on the proxy card and in the
materials accompanying the proxy.
26. Stock splits and other distributions
. If Sunoco declares a stock split or stock dividend, the new shares will
be added to your account or distributed in the form of a certificate at
the discretion of Sunoco.
. In the event of a stock subscription or other offering of rights to
shareholders, your rights will be based on the total shares held in your
account plus any certificates you hold. A single set of materials will be
distributed that will allow you to exercise your rights for all shares
you own.
[Logo of Sunoco Appears Here]
19
<PAGE>
27. Changes or termination
Sunoco can change or terminate SHARP at any time. We will send you
written notice of any significant changes or upon termination. SHARP
changes or termination will not affect your rights as a shareholder in
any way.
28. Governing law
Pennsylvania law governs the terms and conditions in this document, as
well as those that are described in detail on all forms and account
statements.
29. Use of proceeds
Sunoco currently anticipates that all purchases by SHARP will be made on
the open market. Sunoco will not receive any proceeds from these
purchases. However, if SHARP purchases are made from newly issued shares
or previously issued shares held in Sunoco's treasury, Sunoco would
receive the proceeds and use them for general corporate purposes. We are
unable to estimate the total amount of these shares or proceeds.
30. Where can I find more information about Sunoco?
. This Prospectus is part of a Registration Statement on Form S-3 that we
filed with the Securities and Exchange Commission to register the stock
offered under SHARP. As allowed by SEC rules, this Prospectus does not
contain all information you can find in the Registration Statement or the
exhibits to the Registration Statement. The SEC allows us to "incorporate
by reference" information into this Prospectus, which means that we can
disclose important information to you by referring you to other documents
filed separately with the SEC. The information incorporated by reference
is considered to be part of this Prospectus
[Logo of Sunoco Appears Here]
20
<PAGE>
and other information filed with the SEC at a later date will update and
supersede this information. We incorporate by reference the documents
listed below and any future filings made with the SEC under Section
13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934 until
our offering is completed:
. Sunoco's Annual Report on Form 10-K for the fiscal year ended
December 31, 1998, including any amendment(s) or report(s) filed for
the purpose of updating such filing;
. Sunoco's Quarterly Report on Form 10-Q for the quarterly period ended
March 31, 1999;
. The description of the Rights to purchase Sunoco common stock
contained in Sunoco's Registration Statement on Form 8-A dated
February 2, 1996, including any amendment(s) or report(s) filed for
the purpose of updating such description; and
. The description of Sunoco common stock contained in the Registration
Statement on Form 8-B dated January 14, 1972, including any
amendment(s) or report(s) filed for the purpose of updating such
description.
********************************************************************************
* You should rely only on the information contained or *
* incorporated by reference in this Prospectus. We have not *
* authorized anyone to provide you with other information. You *
* should not assume that the information in the Prospectus is *
* accurate as of any date other than the date of this Prospectus *
* (May 20, 1999). *
********************************************************************************
[Logo of Sunoco Appears Here]
21
<PAGE>
. You may request a copy of any of the documents that we incorporate by
reference in this Prospectus at no cost by writing or telephoning us at
the following address:
Sunoco, Inc.
Investor Relations
1801 Market Street
Philadelphia, PA 19103-1699
Telephone (215) 977-6440
. We file annual, quarterly and other reports, proxy statements and other
information with the SEC. You may read and copy any reports, proxy
statements or other information we file at the SEC's public reference
room in Washington, D.C. Please call the SEC at 1-800-SEC-0330 for
further information on the public reference rooms. You may also access
our most recent SEC filings at Sunoco's Internet site (www.SunocoInc.com)
or the SEC's Internet site (www.sec.gov).
31. Independent auditors and counsel
. Ernst & Young LLP, independent auditors, have audited our consolidated
financial statements and schedule included or incorporated by reference
in our Annual Report on Form 10-K for the year ended December 31, 1998,
as set forth in their reports, which are incorporated by reference in
this Prospectus and elsewhere in the Registration Statement. Our
financial statements and schedule are incorporated by reference in
reliance on Ernst & Young LLP's reports, given on their authority as
experts in accounting and auditing.
. Until our offering is completed, we also incorporate by reference into
this Prospectus any future financial statements and schedules in
subsequent SEC filings Sunoco makes under Section 13(a), 13(c), 14 or
15(d) of the Securities Exchange Act of 1934, in reliance on the reports
made by the firm acting as Sunoco's independent
[Logo of Sunoco Appears Here]
22
<PAGE>
auditors, relating to these financial statements and schedules, and
given on the particular firm's authority as experts in accounting and
auditing, but only to the extent that such firm has audited those
financial statements and schedules, and consented to the use of their
reports.
. Ann C. Mule, Esq., General Attorney and Corporate Secretary of Sunoco,
Inc., has passed upon the validity of the Sunoco common stock issuable
under SHARP. Ms. Mule owns Sunoco common stock directly and as a
participant in employee benefit plans, has options and common stock
units granted under Sunoco's executive long-term incentive plans, and is
a participant in SHARP.
32. For assistance concerning SHARP
Please contact the Plan Agent at the following address:
First Chicago Trust Company of New York
Attn: Sunoco, Inc. SHARP
P.O. Box 2500
Jersey City, NJ 07303-2500
You can also contact the Plan Agent by telephone:
.Shareholders : 1-800-888-8494
.Non-Shareholders : 1-800-948-2504
.Telecommunications
Device for the hearing
impaired (TDD) : 1-201-222-4955
An automated telephone system is available 24 hours a day, 7 days a
week. Customer service representatives are available from 8:30 a.m. to
7:00 p.m. Eastern U.S. time each business day. A foreign language
translation service is available for more than 140 foreign languages.
[Logo of Sunoco Appears Here]
23
<PAGE>
Sunoco, Inc. Shareholder Access &
Reinvestment Plan
"SHARP"
[Sunoco Logo Appears Here]
.Ticker symbol (NYSE): SUN
.Internet site:http://www.SunocoInc.com
.Sunoco's Headquarters
1801 Market Street
Philadelphia, PA 19103-1699
Telephone (215) 977-3000
.Plan Agent:
First Chicago Trust Company of New York
Telephone 1-800-888-8494
About Sunoco
Sunoco, Inc. was incorporated in Pennsylvania in 1971. It or its
predecessors have been active in the petroleum industry since 1886. As
one of the largest independent refining and marketing companies in the
United States, Sunoco operates five domestic refineries with a total
of 730,000 barrels per day of crude oil processing capacity, markets
gasoline under the Sunoco(R) brand through more than 3,700 service
stations in 17 states, sells lubricants and petrochemicals and
operates domestic pipelines and terminals. These refining and
marketing activities are conducted principally in the eastern half of
the United States. Sunoco also manufactures coke at facilities in
Virginia and Indiana, and produces coal from mines in Virginia.
<PAGE>
PART II
INFORMATION NOT REQUIRED IN THE PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution
The registrant estimates that the expenses to be borne in connection with the
securities being registered are as follows:
Registration Fee -Securities and Exchange Commission.................$ 9,044
Printing Expenses.................................................... 22,000
Accounting Fees and Expenses......................................... 7,000
Blue Sky Fees and Expenses........................................... 10,000
Miscellaneous........................................................ 5,000
------
Total................................................................$53,044
======
Item 15. Indemnification of Directors and Officers
The Pennsylvania Business Corporation Law variously empowers or requires Sunoco,
Inc. ("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 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.
<PAGE>
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.
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. In February 1996, the Board of Directors 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 16. Exhibits
5 Opinion of Ann C. Mule, Esq., General Attorney and Corporate Secretary of
Sunoco, Inc.
23.1 Consent of Ernst & Young LLP.
23.2 Consent of Ann C. Mule, General Attorney and Corporate Secretary of
Sunoco, Inc. (included in Exhibit 5).
24.1 Power of Attorney executed by certain officers and directors of Sunoco,
Inc.
24.2 Secretary's Certificate of Sunoco, Inc., certifying the Board Resolution
authorizing the Sunoco, Inc. Shareholder Access & Reinvestment Plan.
<PAGE>
Item 17. 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 (the "Act");
(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) ((SS)230.424(b) of this
chapter) if, in the aggregate, the changes in volume and price represent
no more than 20% change in the maximum aggregate offering price set
forth in the "Calculation of Registration Fee" table in the effective
registration statement;
(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 paragraphs (a)(1)(i) and (a)(1)(ii) of this section
do not apply if 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 (the "Exchange Act") that are incorporated by reference in the
Registration Statement.
(2) That, for the purpose of determining any liability under the Act,
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 that remain unsold at the termination
of the offering.
(b) The undersigned Registrant hereby undertakes that, for the purpose of
determining any liability under the Act, each filing of the Registrant's annual
report pursuant to Section 13(a) or Section 15(d) of the Exchange Act that is
incorporated by reference in this 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.
<PAGE>
SIGNATURES
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-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the city of Philadelphia and Commonwealth of Pennsylvania on this
19th day of May, 1999.
SUNOCO, INC.
By: /s/ THOMAS W. HOFMANN
---------------------
Thomas W. Hofmann
Vice President and
Chief Financial Officer
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 this 19th day of May, 1999.
Signatures Titles
---------- ------
ROBERT H. CAMPBELL* Chairman of the Board, Chief Executive
------------------ Officer and Director
Robert H. Campbell (Principal Executive Officer)
RAYMOND E. CARTLEDGE* Director
--------------------
Raymond E. Cartledge
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
ROSEMARIE B. GRECO* Director
------------------
Rosemarie B. Greco
THOMAS W. HOFMANN* Vice President and Chief
----------------- Financial Officer
Thomas W. Hofmann (Principal Financial Officer)
JAMES G. KAISER* Director
---------------
James G. Kaiser
ROBERT D. KENNEDY* Director
-----------------
Robert D. Kennedy
JOSEPH P. KROTT* Comptroller
--------------- (Principal Accounting Officer)
Joseph P. Krott
R. ANDERSON PEW* Director
---------------
R. Anderson Pew
WILLIAM F. POUNDS* Director
-----------------
William F. Pounds
G. JACKSON RATCLIFFE* Director
--------------------
G. Jackson Ratcliffe
ALEXANDER B. TROWBRIDGE* Director
-----------------------
Alexander B. Trowbridge
*By: /s/ THOMAS W. HOFMANN Individually and as Attorney-in-Fact
---------------------
Thomas W. Hofmann
<PAGE>
EXHIBIT INDEX
Exhibit
Number Exhibit
- ------ -------
5 Opinion of Ann C. Mule, Esq., General Attorney and Corporate Secretary of
Sunoco, Inc.
23.1 Consent of Ernst & Young LLP.
23.2 Consent of Ann C. Mule, General Attorney and Corporate Secretary of
Sunoco, Inc. (included in Exhibit 5).
24.1 Power of Attorney executed by certain officers and directors of Sunoco,
Inc.
24.2 Secretary's Certificate of Sunoco, Inc., certifying the Board Resolution
authorizing the Sunoco, Inc. Shareholder Access & Reinvestment Plan.
<PAGE>
OPINION OF ANN C. MULE, ESQ.
EXHIBIT 5
[SUNOCO LOGO]
May 19, 1999
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, DC 20549-1004
Attn: Document Control - EDGAR
Re: Sunoco, Inc. Registration Statement on Form S-3 under the Securities Act of
1933
Ladies and Gentlemen:
Reference is made to the Registration Statement on Form S-3 (the "Registration
Statement") which Sunoco, Inc., a Pennsylvania corporation (the "Company"), is
filing with the Securities and Exchange Commission under the Securities Act of
1933, as amended, registering one million (1,000,000) shares of common stock,
par value $1.00 per share, of Sunoco, Inc. (the "Shares") to be issued and sold
from time to time under the Company's Shareholder Access & Reinvestment Plan
(the "Plan").
I or members of my staff have reviewed the Registration Statement, the Company's
Articles of Incorporation and Bylaws, resolutions adopted by the Board of
Directors of the Company, and such other documents and records as I have deemed
appropriate for the purpose of giving this opinion.
Based upon the foregoing, I am of the opinion that:
1. The Company is a corporation duly incorporated, validly existing and in
good standing under the laws of the Commonwealth of Pennsylvania.
2. The Plan has been duly adopted and issuance of the Shares has been duly
authorized by the Company by appropriate corporate action.
3. Upon issuance of the Shares and payment therefor in accordance with (a) the
Plan and (b) the resolutions of the Board of Directors of the Company
relating to the Plan and the offer and sale of the Shares, the Shares will
be legally issued, fully paid and nonassessable.
I hereby consent to the filing of this Opinion with the Securities and Exchange
Commission in connection with the Registration Statement and to being named
under the heading "Independent Auditors and Counsel" in the Registration
Statement.
Very truly yours,
/s/ ANN C. MULE
---------------
Ann C. Mule
General Attorney and
Corporate Secretary
<PAGE>
EXHIBIT 23.1
CONSENT OF ERNST & YOUNG LLP
We consent to the reference to our firm under the caption "Independent Auditors
and Counsel" in the Registration Statement (Form S-3) and related Prospectus of
Sunoco, Inc. for the registration of 1,000,000 shares of its common stock and to
the incorporation by reference therein of our report dated February 11, 1999,
with respect to the consolidated financial statements of Sunoco, Inc. and
subsidiaries incorporated by reference in its Annual Report (Form 10-K) for the
year ended December 31, 1998 and our report dated March 5, 1999 with respect to
the related financial statement schedule included therein, filed with the
Securities and Exchange Commission.
/s/ ERNST & YOUNG LLP
---------------------
Ernst & Young LLP
Philadelphia, Pennsylvania
May 20, 1999
<PAGE>
EXHIBIT 24.1
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, That the undersigned officers and/or directors
of Sunoco, Inc., a Pennsylvania corporation (the "Company") which intends to
file with the Securities and Exchange Commission, under the provisions of the
Securities Act of 1933, as amended, a Registration Statement on Form S-3 with
respect to registration under said Act of the Company's common stock, $1.00 par
value, each hereby constitutes and appoints the Vice President and Chief
Financial Officer, the General Attorney and Corporate Secretary, and the
Comptroller, and each of them, his or her true and lawful attorneys-in-fact and
agents, with full power of substitution and resubstitution, for him or her to
act in his or her name, place and stead, in any and all capacities related to
this Registration Statement, to sign said Registration Statement and any related
documents, including any and all future amendments thereto, and to file such
Registration Statement and any amendments, with all exhibits thereto, and any
and all documents in connection therewith, with the Securities and Exchange
Commission, hereby granting unto said attorneys-in-fact and agents, and each of
them, full power and authority to do and perform any and all acts and things
requisite and necessary to be done, as fully to 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 or his or her
substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned have hereunto set their hands and seals as
of this 4th day of March, 1999.
/s/ROBERT H. CAMPBELL
---------------------
Robert H. Campbell
Chairman of the Board, Chief Executive
Officer and Director
(Principal Executive Officer)
/s/RAYMOND E. CARTLEDGE
-----------------------
Raymond E. Cartledge
Director
/s/ROBERT E. CAWTHORN
---------------------
Robert E. Cawthorn
Director
/s/JOHN G. DROSDICK
-------------------
John G. Drosdick
President, Chief Operating Officer
and Director
/s/MARY J. EVANS
----------------
Mary J. Evans
Director
/s/THOMAS P. GERRITY
--------------------
Thomas P. Gerrity
Director
/s/ROSEMARIE B. GRECO
---------------------
Rosemarie B. Greco
Director
/s/THOMAS W. HOFMANN
--------------------
Thomas W. Hofmann
Vice President and Chief
Financial Officer
(Principal Financial Officer)
/s/JAMES G. KAISER
------------------
James G. Kaiser
Director
/s/ROBERT D. KENNEDY
--------------------
Robert D. Kennedy
Director
/s/JOSEPH P. KROTT
------------------
Joseph P. Krott
Comptroller
(Principal Accounting Officer)
/s/R. ANDERSON PEW
------------------
R. Anderson Pew
Director
/s/WILLIAM F. POUNDS
--------------------
William F. Pounds
Director
/s/G. JACKSON RATCLIFFE
-----------------------
G. Jackson Ratcliffe
Director
/s/ALEXANDER B. TROWBRIDGE
--------------------------
Alexander B. Trowbridge
Director
<PAGE>
EXHIBIT 24.2
SECRETARY'S CERTIFICATE OF SUNOCO, INC.
I, Ann C. Mule, General Attorney and Corporate Secretary of Sunoco,
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 Sunoco, Inc.,
duly called and held on March 4, 1999, 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:
(99:0304-5)
RESOLVED, That the Sunoco, Inc. Shareholder Access & Reinvestment
Plan (the "Plan") for Sunoco, Inc. common stock, $1.00 par value (the
"Sunoco Common Stock"), be and hereby is, approved in the form presented
to this meeting, subject to such technical changes or amendments as may
be approved by the Chairman and Chief Executive Officer, the President
and Chief Operating Officer, the Vice President and Chief Financial
Officer, or the Comptroller of this Corporation (each such officer
and/or delegate being an "Authorized Officer"); and
FURTHER RESOLVED, That the registration statement on Form S-3 for 1
million shares of Sunoco Common Stock, to be utilized in the Plan, is
approved and the Authorized Officers are authorized to sign and file
with the Securities and Exchange Commission on behalf of this
Corporation a registration statement substantially in the form presented
to this meeting and to make any amendments thereto, and to take such
other action as may be necessary to make such registration statement
effective; and
FURTHER RESOLVED, That the Authorized Officers 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 necessary or
appropriate to effect, or as such Authorized Officer may deem necessary
or desirable, in order to effectuate or carry out the purposes and
intent of the foregoing resolutions, including, by way of example and
not of limitation, the further delegation of the authority granted
hereunder, the entering into trustee and agency agreements, the
execution and filing of state blue sky notices and statements, and the
execution and filing of exchange listing applications, in compliance
with regulations adopted under applicable federal and state securities
laws, and that all actions heretofore taken by such Authorized Officer
in order to effectuate or carry out the purposes and intent of the
foregoing resolutions are hereby ratified, adopted and approved.
/s/ ANN C. MULE
---------------
Ann C. Mule
General Attorney and Corporate Secretary
Philadelphia, PA
May 19, 1999 [CORPORATE SEAL]
