<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
(Mark One)
/X/ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the quarterly period ended June 30, 1999
OR
/ / TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from to
----------------- ----------------
Commission file number 1-6841
SUNOCO, INC.
------------------------------------------------------------
(Exact name of registrant as specified in its charter)
PENNSYLVANIA 23-1743282
- --------------------------------------------- -------------------
(State or other jurisdiction of incorporation (I.R.S. Employer
or organization) Identification No.)
TEN PENN CENTER, 1801 MARKET STREET, PHILADELPHIA, PA 19103-1699
----------------------------------------------------------------
(Address of principal executive offices)
(Zip Code)
(215) 977-3000
----------------------------------------------------------------
(Registrant's telephone number, including area code)
NOT APPLICABLE
- --------------------------------------------------------------------------
(Former name, former address and former fiscal year, if changed since last
report)
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.
YES X NO
------ ______
At June 30, 1999, there were 90,509,352 shares of Common Stock, $1 par value
outstanding.
<PAGE>
SUNOCO, INC.
------------
INDEX
<TABLE>
<CAPTION>
Page No.
--------
<S> <C>
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
Condensed Consolidated Statements of Income
for the Six Months Ended June 30, 1999 and
1998 3
Condensed Consolidated Statements of Income
for the Three Months Ended June 30, 1999
and 1998 4
Condensed Consolidated Balance Sheets at
June 30, 1999 and December 31, 1998 5
Condensed Consolidated Statements of Cash
Flows for the Six Months Ended June 30,
1999 and 1998 6
Notes to Condensed Consolidated Financial
Statements 7
Item 2. Management's Discussion and Analysis of
Financial Condition and Results of
Operations 15
PART II. OTHER INFORMATION
Item 1. Legal Proceedings 26
Item 4. Submission of Matters to a Vote of Security
Holders 26
Item 6. Exhibits and Reports on Form 8-K 27
SIGNATURE 28
</TABLE>
<PAGE>
PART I
FINANCIAL INFORMATION
Item 1. Financial Statements
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
Sunoco, Inc. and Subsidiaries
(Millions of Dollars and Shares Except Per Share Amounts)
- --------------------------------------------------------------------------
<TABLE>
<CAPTION>
For the Six Months
Ended June 30
------------------
1999 1998
------ ------
(UNAUDITED)
<S> <C> <C>
REVENUES
Sales and other operating revenue (including
consumer excise taxes) $4,210 $ 4,252
Interest income (Note 2) 2 17
Other income (Note 3) 94 39
------ -------
4,306 4,308
------ -------
COSTS AND EXPENSES
Cost of products sold and operating expenses 3,001 2,886
Selling, general and administrative expenses 267 247
Consumer excise taxes 757 756
Payroll, property and other taxes 40 44
Depreciation, depletion and amortization 134 124
Interest cost and debt expense 40 38
Interest capitalized (1) (5)
------ -------
4,238 4,090
------ -------
Income before income tax expense 68 218
Income tax expense 23 70
------ -------
NET INCOME 45 148
Dividends on preference stock -- (20)
------ -------
Net income applicable to common shareholders $ 45 $ 128
====== =======
Net income per share of common stock (Note 4):
Basic $ .50 $ 1.71
Diluted $ .49 $ 1.55
Weighted average number of shares outstanding:
Basic 90.4 74.9
Diluted 91.2 95.6
Cash dividends paid per share:
Preference stock (Note 7) $ -- $1.6516
Common stock $ .50 $ .50
</TABLE>
(See Accompanying Notes)
<PAGE>
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
Sunoco, Inc. and Subsidiaries
<TABLE>
<CAPTION>
(Millions of Dollars and Shares Except Per Share Amounts)
- --------------------------------------------------------------------------
For the Three Months
Ended June 30
--------------------
1999 1998
------ ------
<S> <C> <C>
REVENUES
Sales and other operating revenue (including
consumer excise taxes) $2,328 $2,166
Interest income 1 5
Other income (Note 3) 44 19
------ ------
2,373 2,190
------ ------
COSTS AND EXPENSES
Cost of products sold and operating expenses 1,695 1,431
Selling, general and administrative expenses 134 128
Consumer excise taxes 401 398
Payroll, property and other taxes 17 20
Depreciation, depletion and amortization 68 62
Interest cost and debt expense 19 17
Interest capitalized (1) (2)
------ ------
2,333 2,054
------ ------
Income before income tax expense 40 136
Income tax expense 14 44
------ ------
NET INCOME 26 92
Dividends on preference stock -- (9)
------ ------
Net income applicable to common shareholders $ 26 $ 83
====== ======
Net income per share of common stock (Note 4):
Basic $ .29 $ 1.05
Diluted $ .28 $ .97
Weighted average number of shares outstanding:
Basic 90.5 79.1
Diluted 91.3 95.2
Cash dividends paid per share:
Preference stock (Note 7) $ -- $.7516
Common stock $ .25 $ .25
</TABLE>
(See Accompanying Notes)
<PAGE>
CONDENSED CONSOLIDATED BALANCE SHEETS
Sunoco, Inc. and Subsidiaries
<TABLE>
<CAPTION>
At At
June 30 December 31
1999 1998
(Millions of Dollars) (UNAUDITED)
- --------------------------------------------------------------------------
<S> <C> <C>
ASSETS
Current Assets
Cash and cash equivalents $ 24 $ 38
Accounts and notes receivable, net 616 537
Inventories:
Crude oil 167 184
Refined products 199 219
Materials, supplies and other 79 80
Deferred income taxes 118 122
------ ------
Total Current Assets 1,203 1,180
Investments and long-term receivables 104 108
Properties, plants and equipment 6,243 6,248
Less accumulated depreciation, depletion
and amortization 2,925 2,902
------ ------
Properties, plants and equipment, net 3,318 3,346
Deferred charges and other assets 206 215
------ ------
Total Assets $4,831 $4,849
====== ======
LIABILITIES AND SHAREHOLDERS' EQUITY
Current Liabilities
Accounts payable $ 690 $ 589
Accrued liabilities 445 488
Short-term borrowings 122 120
Current portion of long-term debt 35 69
Taxes payable 120 118
------ ------
Total Current Liabilities 1,412 1,384
Long-term debt 823 823
Retirement benefit liabilities 443 449
Deferred income taxes 191 175
Other deferred credits and liabilities (Note 5) 444 504
Commitments and contingent liabilities (Note 6)
Shareholders' equity (Note 7) 1,518 1,514
------ ------
Total Liabilities and Shareholders' Equity $4,831 $4,849
====== ======
</TABLE>
(See Accompanying Notes)
<PAGE>
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
Sunoco, Inc. and Subsidiaries
<TABLE>
<CAPTION>
(Millions of Dollars)
- -------------------------------------------------------------------------
For the Six Months
Ended June 30
------------------
1999 1998
------ ------
(UNAUDITED)
<S> <C> <C>
INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS
CASH FLOWS FROM OPERATING ACTIVITIES
Net income $ 45 $ 148
Adjustments to reconcile net income to net
cash provided by operating activities:
Gain on divestments (14) (7)
Depreciation, depletion and amortization 134 124
Deferred income tax expense 21 46
Changes in working capital pertaining to
operating activities:
Accounts and notes receivable (82) 126
Inventories 36 (70)
Accounts payable and accrued liabilities 42 (363)
Taxes payable 3 32
Other (25) (15)
----- -----
Net cash provided by operating activities 160 21
----- -----
CASH FLOWS FROM INVESTING ACTIVITIES:
Capital expenditures (140) (224)
Acquisition of Philadelphia phenol facility,
net of $109 seller financing -- (48)
Proceeds from divestments 41 103
----- -----
Net cash used in investing activities (99) (169)
----- -----
CASH FLOWS FROM FINANCING ACTIVITIES:
Net proceeds from short-term borrowings 2 10
Repayments of long-term debt (34) (6)
Proceeds from transferred interest in coke-
making operations -- 200
Cash dividend payments (45) (55)
Purchases of preference stock for retirement -- (2)
Purchases of common stock for treasury -- (23)
Proceeds from issuance of common stock under
management incentive and employee option plans 3 10
Other (1) (8)
----- -----
Net cash provided by (used in) financing activities (75) 126
----- -----
Net decrease in cash and cash equivalents (14) (22)
Cash and cash equivalents at beginning of period 38 33
----- -----
Cash and cash equivalents at end of period $ 24 $ 11
===== =====
</TABLE>
(See Accompanying Notes)
<PAGE>
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
----------------------------------------------------
1. General.
The accompanying condensed consolidated financial statements are presented
in accordance with the requirements of Form 10-Q and generally accepted
accounting principles for interim financial reporting. They do not include
all disclosures normally made in financial statements contained in Form 10-
K. In management's opinion all adjustments necessary for a fair
presentation of the results of operations, financial position and cash
flows for the periods shown have been made. All such adjustments are of a
normal recurring nature. Results for the three and six months ended June
30, 1999 are not necessarily indicative of results for the full year 1999.
2. Settlement of Income Tax Issue.
In March 1998, Sunoco settled an income tax issue with the Internal Revenue
Service related to certain deductions claimed in prior years. The
settlement, which includes the recognition of $11 million of interest
income, increased 1998 first quarter net income by $9 million.
3. Other Income.
In February 1999, Sunoco divested its Shamrock steam coal mining operation
located in Kentucky for $13 million in cash. The divestment resulted in the
recognition of an $11 million pretax gain ($7 million after tax) in the
1999 first quarter. The Shamrock operation earned $5 million for the full
year 1998. With this divestment, the Company ceased steam coal mining
activities.
In the second and first quarters of 1999, Sunoco recognized $25 and $11
million, respectively, of pretax gains ($16 and $7 million after tax) in
connection with the settlement of certain insurance claims. The claims
related to certain environmental matters of Sunoco, including its
predecessor companies and subsidiaries, arising from ownership and
operation of its businesses (Note 6).
<PAGE>
4. Earnings Per Share.
The following table sets forth the computation of basic and diluted
earnings per share ("EPS") for the six-month and three-month periods ended
June 30, 1999 and 1998 (in millions, except per share amounts):
<TABLE>
<CAPTION>
Six Months Three Months
Ended Ended
June 30 June 30
------------------ -------------------
1999 1998 1999 1998
----- ----- ----- -----
<S> <C> <C> <C> <C>
Net income after dividends on
preference stock (basic EPS
numerator) $ 45 $ 128 $ 26 $ 83
Add: Dividends on preference stock -- 20 -- 9
--- ---- --- ----
Net income (diluted EPS numerator) $ 45 $ 148 $ 26 $ 92
=== ==== === ====
Weighted average number of common
shares outstanding (basic EPS
denominator) 90.4 74.9 90.5 79.1
Add effect of dilutive securities:
Redeemable preference shares
(Note 7) -- 19.5 -- 14.9
Stock incentive awards .8 1.2 .8 1.2
---- ---- ---- ----
Weighted average number of shares
(diluted EPS denominator) 91.2 95.6 91.3 95.2
==== ==== ==== ====
Basic EPS $ .50 $1.71 $ .29 $1.05
Diluted EPS $ .49 $1.55 $ .28 $ .97
</TABLE>
5. Transferred Interests in Cokemaking Operations.
In the first quarter of 1998, Sunoco transferred an interest in its Indiana
Harbor cokemaking operation in East Chicago, IN, to a third party for $200
million in cash. In 1995, Sunoco transferred an interest in its Jewell
cokemaking operation in Vansant, VA, to another third party for $95 million
in cash. The investors in each operation are entitled to 95 percent of the
cash flows and tax benefits from the respective cokemaking operations until
certain cumulative return targets have been met. After these preferential
return periods, which are expected to end in 2002 and 2000, respectively,
the third parties will be entitled to variable minority interests in the
cash flows and tax benefits from the respective operations ranging from 5
to 25 percent. Sunoco did not recognize any gain or loss on these
transactions. The outstanding balance attributable to the transferred
interests in these operations totalled $203 and $226 million at June 30,
1999 and December 31, 1998, respectively, and is reflected in other
deferred credits and liabilities in the condensed consolidated balance
sheets.
<PAGE>
6. Commitments and Contingent Liabilities.
A wholly owned subsidiary of the Company is a one-third partner in Belvieu
Environmental Fuels ("BEF"), a joint venture formed for the purpose of
constructing, owning and operating a methyl tertiary butyl ether ("MTBE")
production facility in Mont Belvieu, Texas. The facility was completed
during 1995.
In order to obtain a secure supply of oxygenates for the manufacture of
reformulated gasoline, Sunoco entered into an off-take agreement with BEF
whereby Sunoco agreed to purchase all of the MTBE production from the
plant. From May 1997 through May 2000, for the first 14,000 barrels daily
of production, Sunoco agreed to pay BEF a price based on then-existing MTBE
prices in the contract market (the "contract market price"). Sunoco also
agreed to pay BEF the current spot market price for production above 14,000
barrels daily. In addition, the price to be paid by Sunoco for the first
12,600 barrels daily of MTBE production from May 1997 through May 2000, at
a minimum, generally will equal the sum of BEF's annual raw material and
cash operating costs associated with this production plus BEF's debt
service payments (collectively, the "minimum price") if the minimum price
per gallon exceeds the contract market price. Sunoco has been paying the
minimum price under this agreement since May 1997. After May 2000, Sunoco
and BEF will negotiate a new price for the last four years of the agreement
based upon the market conditions existing at that time.
During the fourth quarter of 1996, spot market prices for MTBE were less
than the prices paid by Sunoco under the off-take agreement with BEF. At
that time, the Company expected this adverse relationship to continue into
the future. Accordingly, a $130 million accrual ($85 million after tax)
was established at December 31, 1996 for the estimated purchase commitment
loss expected to be realized with respect to this agreement.
The $130 million loss accrual was based primarily on the Company's
marketplace assumptions concerning the worldwide supply and demand for MTBE
through May 2000. At December 31, 1996, the Company believed that MTBE
demand would increase in 1999 largely as a result of various jurisdictions
electing to voluntarily comply with (or opt into) the reformulated gasoline
requirements of the Clean Air Act by the end of 1998. At December 31, 1998,
the number of "opt ins" was lower than what the Company had originally
anticipated and certain other jurisdictions were considering "opting out"
of the voluntary reformulated fuel requirements. As a result of these and
other market factors, management believed that MTBE demand would not
increase as previously anticipated. Accordingly, an additional $40 million
provision ($26 million after tax) was added to the accrual in December 1998
for incremental losses expected to be realized with respect to this
agreement. During the first six months of 1999 and the full years 1998 and
1997, actual MTBE purchase costs in excess of spot market prices totalling
$17, $47 and $65 million, respectively, were charged against the accrual.
The accrual has a remaining balance of $41 million as of June 30, 1999.
<PAGE>
Sunoco is subject to numerous federal, state and local laws which regulate
the discharge of materials into the environment or that otherwise relate to
the protection of the environment. The Comprehensive Environmental
Response Compensation and Liability Act ("CERCLA") and the Solid Waste
Disposal Act as amended by the Resource Conservation and Recovery Act
("RCRA"), and related federal and state laws subject Sunoco to the
potential obligation to remove or mitigate the environmental effects of the
disposal or release of certain pollutants at Sunoco's facilities and at
third-party or formerly-owned sites. Under CERCLA, Sunoco is subject to
potential joint and several liability for the costs of remediation at sites
at which it has been identified as a "potentially responsible party"
("PRP"). As of June 30, 1999, Sunoco had been named as a PRP at 54 sites
identified or potentially identifiable as "Superfund" sites under CERCLA.
Sunoco has reviewed the nature and extent of its involvement at each site
and other relevant circumstances and, based upon the other parties involved
or Sunoco's negligible participation therein, believes that its potential
liability associated with such sites will not be significant.
Under various environmental laws, including RCRA, Sunoco has initiated
corrective remedial action at its facilities, formerly-owned facilities and
third-party sites and could be required to undertake similar actions at
various other sites. The cost of such remedial actions could be
significant but is expected to be incurred over an extended period of time.
Sunoco establishes accruals related to environmental remediation activities
for work at identified sites where an assessment has indicated that cleanup
costs are probable and reasonably estimable. The accrued liability for
environmental remediation is classified in the condensed consolidated
balance sheets as follows (in millions of dollars):
<TABLE>
<CAPTION>
At At
June 30 December 31
1999 1998
-------- -----------
<S> <C> <C>
Accrued liabilities $ 47 $ 56
Other deferred credits and
liabilities 125 126
---- ----
$ 172 $ 182
==== ====
</TABLE>
<PAGE>
Pretax charges against income for environmental remediation amounted to $6
and $1 million for the six months ended June 30, 1999 and 1998,
respectively. Claims for recovery of environmental liabilities that are
probable of realization totalled $4 million at June 30, 1999 and are
included in deferred charges and other assets in the condensed consolidated
balance sheets.
On October 4, 1996, Sunoco filed a complaint in Los Angeles County Superior
Court, Jalisco Corporation, Inc., et al. v. Argonaut Insurance Company, et
al. (Case No. BC 158441), naming more than 45 insurance companies as
defendants and seeking recovery under numerous insurance policies for
certain environmental matters of Sunoco, including its predecessor
companies and subsidiaries, arising from the ownership and operation of its
businesses. In the first six months of 1999 and fourth quarter of 1998, the
Company entered into several settlements which resolved a portion of these
claims. As a result, the Company received net cash proceeds totalling $4
million in 1998 and $57 million in the first six months of 1999 and will
receive an additional $33 million primarily during the remainder of 1999.
Pretax gains of $36 million ($23 million after tax) and $58 million ($38
million after tax) were recognized in other income in the first six months
of 1999 and fourth quarter of 1998, respectively, in connection with these
settlements. While negotiations are currently ongoing with certain of the
other insurance companies to resolve the remaining litigation, the Company
cannot quantify the ultimate outcome of this matter.
Total future costs for environmental remediation activities will depend
upon, among other things, the identification of any additional sites, the
determination of the extent of the contamination at each site, the timing
and nature of required remedial actions, the technology available and
needed to meet the various existing legal requirements, the nature and
extent of future environmental laws, inflation rates and the determination
of Sunoco's liability at multi-party sites, if any, in light of the number,
participation level and financial viability of other parties.
Many other legal and administrative proceedings are pending against Sunoco.
The ultimate outcome of these proceedings and the matters discussed above
cannot be ascertained at this time; however, it is reasonably possible that
some of them could be resolved unfavorably to Sunoco. Management believes
that any expenditures attributable to these matters will be incurred over
an extended period of time and will be funded from Sunoco's net cash flows
from operating activities. Although the ultimate impact of these matters
could have a significant impact on results of operations or cash flows for
any future quarter or year, management of Sunoco believes that any
additional liabilities which may arise pertaining to such matters would not
be material in relation to the consolidated financial position of Sunoco at
June 30, 1999. Furthermore, management believes that the overall costs for
environmental activities will not have a material impact, over an extended
period of time, on Sunoco's cash flows or liquidity.
<PAGE>
7. Shareholders' Equity.
<TABLE>
<CAPTION>
At At
June 30 December 31
1999 1998
------------ -----------
(Millions of Dollars)
<S> <C> <C>
Common stock, par value $1 per share $ 132 $ 132
Capital in excess of par value 1,397 1,393
Earnings employed in the business 1,608 1,608
------ ------
3,137 3,133
Less common stock held in treasury,
at cost 1,619 1,619
------ ------
Total $1,518 $1,514
====== ======
</TABLE>
On May 28, 1998, the Company redeemed all of its 12,033,760 then
outstanding shares of preference stock. Under the terms of redemption,
established when the shares of preference stock were issued, each
preference share was redeemed in exchange for 1.899674 shares of Sunoco's
common stock plus accrued and unpaid dividends of $.7516. The preference-
to-common stock exchange ratio represented the call price of $80 per
preference share payable in Sunoco common stock valued at $42.1125 per
common share--the average of the closing prices for Sunoco common stock on
the New York Stock Exchange, as reported on the consolidated tape, for the
five consecutive trading days from April 20 to April 24, 1998, inclusive.
At the exchange ratio of 1.899674 shares of common stock for each share of
preference stock, 22,859,633 shares of Sunoco common stock held in treasury
were reissued. In connection with this redemption, a lawsuit has been filed
alleging that Sunoco incorrectly calculated the exchange ratio and should
have issued an additional 1.36 million shares of Sunoco common stock. The
Company believes the exchange ratio was correctly calculated and is
vigorously defending its position.
<PAGE>
8. Business Segment Information.
The following tables set forth information concerning Sunoco's business
segments for the six-month and three-month periods ended June 30, 1999 and
1998 (in millions of dollars):
<TABLE>
<CAPTION>
Sales and Other
Operating Revenue
----------------------------
Profit Contri-
Six Months Ended Unaffiliated Inter- bution (Loss)
June 30, 1999 Customers segment (after tax)
- ---------------- ------------ ------- --------------
<S> <C> <C> <C>
Northeast Refining $1,278 $664 $(27)
Northeast Marketing 1,428 -- 31
Chemicals 239 -- 17
Lubricants 462 16 (4)
MidAmerica Marketing &
Refining 673 -- (13)
Logistics 27 56 27
Coke 103 -- 34
------ ---- ----
Consolidated $4,210 $ -- 65
====== ====
Gain on settlement of
insurance litigation 23
Corporate expenses (12)
Net financing expenses
and other (31)
----
Net income $ 45
====
Six Months Ended
June 30, 1998
- ----------------
Northeast Refining $1,326 $674 $ 40
Northeast Marketing 1,392 -- 26
Chemicals 165 -- 17
Lubricants 519 29 8
MidAmerica Marketing &
Refining 728 -- 27
Logistics 27 57 26
Coke 95 -- 26
------ ---- ----
Consolidated $4,252 $ -- 170
====== ====
Corporate expenses (11)
Net financing expenses
and other (11)
----
Net income $148
====
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
Sales and Other
Operating Revenue
----------------------------
Profit Contri-
Three Months Ended Unaffiliated Inter- bution (Loss)
June 30, 1999 Customers segment (after tax)
- ------------------ ------------ ------- --------------
<S> <C> <C> <C>
Northeast Refining $ 720 $387 $(11)
Northeast Marketing 792 -- 18
Chemicals 122 -- 7
Lubricants 248 9 (9)
MidAmerica Marketing &
Refining 381 -- (1)
Logistics 13 28 14
Coke 52 -- 14
------ ---- ----
Consolidated $2,328 $ -- 32
====== ====
Gain on settlement of
insurance litigation 16
Corporate expenses (6)
Net financing expenses
and other (16)
----
Net income $ 26
====
Three Months Ended
June 30, 1998
- ------------------
Northeast Refining $ 649 $349 $ 25
Northeast Marketing 723 -- 11
Chemicals 76 -- 7
Lubricants 268 8 11
MidAmerica Marketing &
Refining 377 -- 25
Logistics 14 29 15
Coke 59 -- 15
------ ---- ----
Consolidated $2,166 $ -- 109
====== ====
Corporate expenses (5)
Net financing expenses
and other (12)
----
Net income $ 92
====
</TABLE>
<PAGE>
Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations
RESULTS OF OPERATIONS - SIX MONTHS
Earnings Profile of Sunoco Businesses (after tax)
- -------------------------------------------------
<TABLE>
<CAPTION>
Six Months Ended
June 30
--------------------
1999 1998 Variance
----- ---- --------
(Millions of Dollars)
<S> <C> <C> <C>
Sun Northeast Refining $ (27) $ 40 $ (67)
Sunoco Northeast Marketing 31 26 5
Sunoco Chemicals 17 17 --
Sun Lubricants (4) 8 (12)
Sunoco MidAmerica Marketing & Refining (13) 27 (40)
Sunoco Logistics 27 26 1
Sun Coke 34 26 8
Corporate expenses (12) (11) (1)
Net financing expenses and other (31) (11) (20)
---- ---- ------
22 148 (126)
Special item:
Gain on settlement of insurance
litigation 23 -- 23
---- ---- ------
Consolidated net income $ 45 $ 148 $(103)
==== ==== ======
</TABLE>
Analysis of Earnings Profile of Sunoco Businesses
- -------------------------------------------------
In the six-month period ended June 30, 1999, Sunoco earned $45 million, or $.49
per share of common stock on a diluted basis, compared to net income of $148
million, or $1.55 per share, for the first six months of 1998. Excluding the $23
million after-tax gain on settlement of insurance litigation shown separately in
the Earnings Profile of Sunoco Businesses, Sunoco had income of $22 million in
the first six months of 1999.
<PAGE>
Sunoco's 1999 first half results benefited from several previously announced
self-help initiatives including higher production of fuels, chemicals and
lubricants, higher retail gasoline sales volumes and added income from the
Company's Indiana Harbor cokemaking facility which commenced operations in March
1998. In the aggregate, these initiatives contributed approximately $35 million
after tax to 1999 first half results. However, because of a low refining margin
environment and the impact of both voluntary refinery run reductions and some
unscheduled operating downtime, it is unlikely that Sunoco will achieve its goal
of generating $116 million of additional after-tax income during 1999 from these
self-help initiatives.
Sun Northeast Refining -- The Sun Northeast Refining business recorded a loss of
$27 million in the first six months of 1999 versus income of $40 million in the
first six months of 1998. The decrease in earnings was primarily due to
significantly lower refining margins. Realized refining margins were down $1.22
per barrel versus the 1998 first half. Partially offsetting the lower margins
were higher production levels (up 5.1 million barrels, or 6 percent). Despite
some refinery run cutbacks due to the low margin environment, during the first
half of 1999, inputs to the crude units in the Northeast averaged 488,500
barrels daily (97 percent utilization), and catalytic cracking throughput
averaged 198,800 barrels per day (95 percent utilization).
Sunoco Northeast Marketing -- The Sunoco Northeast Marketing business earned $31
million in the current six-month period versus income of $26 million in the
first six months of 1998. The improvement in earnings was primarily due to
slightly higher retail gasoline margins, a four percent increase in retail
gasoline sales volumes and higher non-gasoline income. Partially offsetting
these increases were higher expenses largely attributable to the higher sales
volumes and to expenditures supporting a retail site reimaging program.
Sunoco Chemicals -- Sunoco Chemicals earned $17 million in the first six months
of 1999, unchanged compared with last year's first six months. Lower margins for
polymer-grade propylene (down 47 percent) were offset by additional earnings
from a cumene plant expansion completed in the third quarter of 1998 and from
the phenol facility acquired on June 30, 1998.
Sun Lubricants -- The Sun Lubricants business recorded a loss of $4 million in
the first six months of 1999 compared to income of $8 million in the 1998 first
six months. The decrease in results was primarily due to margin declines for all
products manufactured by Sun Lubricants. Base oil and specialty oil margins were
down significantly, as wholesale and retail lubricant prices have not kept pace
with recent crude oil price increases, and margins for wholesale fuels produced
at Sun Lubricants' two refineries declined by $1.20 per barrel. Partially
offsetting the margin declines were lower expenses and higher base oil
lubricants production.
Sunoco MidAmerica Marketing & Refining -- Sunoco MidAmerica Marketing & Refining
recorded a loss of $13 million during the current six-month period versus
earnings of $27 million in the first six months of 1998. The decrease in results
was primarily due to a decline of $2.40 per barrel in realized wholesale fuels
margins. Production levels also declined due to both planned and unplanned
refinery maintenance activities and voluntary production cuts due to the low
margins.
<PAGE>
Sunoco Logistics -- Sunoco Logistics earned $27 million in the first half of
1999 versus $26 million in the first half of 1998. The increase in income was
primarily due to improved results from Sunoco's Southwestern logistics
operations.
Sun Coke -- Sun Coke earned $34 million in the first six months of 1999 versus
$26 million in the 1998 first half. The improvement in earnings was due to an
increase in income from the Indiana Harbor cokemaking facility, which commenced
operations in late March 1998, and to a $7 million after-tax gain from the
divestment of Shamrock Coal Company ("Shamrock"), Sun Coke's steam coal mining
operation located in Kentucky. Cash proceeds from the sale of this business,
which earned $5 million for the full year 1998, amounted to $13 million. With
this divestment, Sun Coke ceased steam coal mining activities. Partially
offsetting these positive factors were lower earnings at the Jewell cokemaking
operation and the absence of a $2 million tax benefit recorded in the first
quarter of 1998 related to the settlement of an income tax issue with the
Internal Revenue Service.
Net Financing Expenses and Other -- Net financing expenses and other activities
totalled $31 million for the first half of 1999 versus $11 million for the 1998
first half. The 1998 amount includes $5 million in after-tax earnings from a
dividend from a petroleum industry insurance consortium in which Sunoco
participates and $7 million of after-tax interest income related to the federal
income tax settlement discussed above. Excluding these items, net financing
expenses and other were $31 million for the current half versus $23 million for
the first half of 1998. This $8 million increase was primarily attributable to
lower capitalized interest and higher interest expense due to a higher average
debt level.
Gain on Settlement of Insurance Litigation -- In the first six months of 1999,
Sunoco recognized a $23 million after-tax gain in connection with the settlement
of certain insurance claims. The claims relate to certain environmental matters
of Sunoco, including its predecessor companies and subsidiaries, arising from
ownership and operation of its businesses (see Note 6 to the condensed
consolidated financial statements).
Analysis of Consolidated Statements of Income
- ---------------------------------------------
Revenues -- Total revenues were $4.3 billion in both the first six months of
1999 and 1998. The impact of lower refined product prices was offset by higher
refined product sales volumes, higher revenues from resales of purchased crude
oil, higher convenience store merchandise sales and $36 million of pretax gains
recognized in connection with the settlement of the insurance litigation
discussed above.
Costs and Expenses -- Total pretax costs and expenses were $4.2 billion in the
first six months of 1999 compared to $4.1 billion in the 1998 first half. The 2
percent increase in the first half of 1999 was primarily due to higher crude oil
and refined product acquisition costs, higher resales of purchased crude oil and
higher selling, general and administrative expenses.
<PAGE>
RESULTS OF OPERATIONS - THREE MONTHS
Earnings Profile of Sunoco Businesses (after tax)
- -------------------------------------------------
<TABLE>
<CAPTION>
Three Months Ended
June 30
------------------
1999 1998 Variance
---- ---- --------
(Millions of Dollars)
<S> <C> <C> <C>
Sun Northeast Refining $ (11) $ 25 $(36)
Sunoco Northeast Marketing 18 11 7
Sunoco Chemicals 7 7 --
Sun Lubricants (9) 11 (20)
Sunoco MidAmerica Marketing & Refining (1) 25 (26)
Sunoco Logistics 14 15 (1)
Sun Coke 14 15 (1)
Corporate expenses (6) (5) (1)
Net financing expenses and other (16) (12) (4)
---- ---- ----
10 92 (82)
Special item:
Gain on settlement of insurance
litigation 16 -- 16
---- ---- ----
Consolidated net income $ 26 $ 92 $(66)
==== ==== ====
</TABLE>
Analysis of Earnings Profile of Sunoco Businesses
- -------------------------------------------------
In the three-month period ended June 30, 1999, Sunoco earned $26 million, or
$.28 per share of common stock on a diluted basis, compared to net income of $92
million, or $.97 per share, for the second quarter of 1998. Excluding the $16
million after-tax gain on settlement of insurance litigation shown separately in
the Earnings Profile of Sunoco Businesses, Sunoco had income of $10 million in
the second quarter of 1999.
Sun Northeast Refining -- The Sun Northeast Refining business recorded a loss of
$11 million in the second quarter of 1999 versus income of $25 million in the
second quarter of 1998. The decrease was primarily due to significantly lower
realized refining margins, which were down $1.30 per barrel from 1998 second
quarter levels. The reduction in margins was largely due to weak market
conditions resulting from high industry inventory levels. Realized margins were
also reduced by the unfavorable impact of end-of-quarter crude oil price
increases on crude oil purchases
<PAGE>
and on projected inventory replacement costs. Higher production levels (up 3.4
million barrels or 8 percent) partially offset the lower margins. Despite some
voluntary production reductions due to the low margin environment, crude unit
inputs averaged over 492,000 barrels daily (97 percent utilization) and
catalytic cracking throughput averaged over 202,000 barrels per day (96 percent
utilization) during the current quarter. Expenses were down slightly versus the
year-ago period.
Sunoco Northeast Marketing -- The Sunoco Northeast Marketing business earned $18
million in the current quarter versus $11 million in the second quarter of 1998.
The increase was primarily due to higher gasoline margins, which improved
approximately 1.5 cents per gallon over second quarter 1998 levels. Also
contributing to the improvement were a four percent increase in retail gasoline
sales volumes and higher non-gasoline income.
Sunoco Chemicals -- Sunoco Chemicals earned $7 million in the second quarter of
1999, unchanged compared with last year's second quarter. Lower margins for
polymer-grade propylene (down 40 percent) were offset by additional earnings
from the cumene plant expansion completed in the third quarter of 1998 and from
the phenol facility acquired on June 30, 1998.
Sun Lubricants -- The Sun Lubricants business recorded a loss of $9 million in
the 1999 second quarter versus income of $11 million in the 1998 second quarter.
The decrease was largely due to margin reductions versus last year's second
quarter for all products manufactured by Sun Lubricants. Base oil margins were
down more than $5.00 per barrel while margins for specialty oils were down over
$6.00 per barrel, as wholesale and retail lubricant prices have not kept pace
with recent crude oil price increases. Margins for wholesale fuels produced at
Sun Lubricants' two refineries declined by approximately $2.50 per barrel. The
facilities produce approximately 7 million barrels of fuels per quarter.
Partially offsetting the margin declines were lower expenses and higher base oil
lubricants production.
Sunoco MidAmerica Marketing & Refining -- Sunoco MidAmerica Marketing & Refining
recorded a loss of $1 million during the current quarter, versus earnings of $25
million in the 1998 second quarter. The decrease was primarily due to a decline
of $3.30 per barrel in realized wholesale fuels margins. Production levels were
also down versus the second quarter of 1998 due to both unplanned maintenance
and some voluntary refinery cutbacks due to the low margins.
Sunoco Logistics -- Net income was $14 million in the 1999 second quarter versus
$15 million in the year-ago period.
Sun Coke -- Sun Coke earned $14 million in the second quarter of 1999 versus $15
million in the second quarter of 1998. Higher income contribution from the
Indiana Harbor cokemaking facility was more than offset by the absence of
earnings from Shamrock Coal Company, which was sold in February 1999, and lower
earnings from the Jewell cokemaking operation.
<PAGE>
Net Financing Expenses and Other -- Net financing expenses and other activities
totalled $16 million for the second quarter of 1999 versus $12 million for the
1998 second quarter. The increase was due to higher interest expense, largely
associated with the phenol facility acquired on June 30, 1998, and lower
capitalized interest.
Gain on Settlement of Insurance Litigation -- In the second quarter of 1999,
Sunoco recognized a $16 million after-tax gain associated with the settlement of
insurance claims related to certain environmental matters (see Note 6 to the
condensed consolidated financial statements).
Analysis of Consolidated Statements of Income
- ---------------------------------------------
Revenues -- Total revenues were $2.4 billion in the second quarter of 1999
compared to $2.2 billion in the second quarter of 1998. The 9 percent increase
in the second quarter of 1999 was primarily due to higher refined product sales
volumes and prices. Also contributing to the increase were higher revenues from
resales of purchased crude oil and $25 million of pretax gains recognized in the
second quarter of 1999 in connection with the settlement of insurance
litigation.
Costs and Expenses -- Total pretax costs and expenses were $2.3 billion in the
second quarter of 1999 compared to $2.1 billion in the second quarter of 1998.
The 10 percent increase in the second quarter of 1999 was primarily due to
higher crude oil and refined product acquisition costs and higher resales of
purchased crude oil.
FINANCIAL CONDITION
Cash and Working Capital
- ------------------------
At June 30, 1999, Sunoco had cash and cash equivalents of $24 million compared
to $38 million at December 31, 1998, and had a working capital deficit of $209
million compared to $204 million at December 31, 1998. Sunoco's working capital
position is considerably stronger than indicated because of the relatively low
historical costs assigned under the LIFO method of accounting for most of the
inventories reflected in the condensed consolidated balance sheets. The current
replacement cost of all such inventories exceeds their carrying value at June
30, 1999 by approximately $460 million. Inventories valued at LIFO, which
consist of crude oil and refined products, are readily marketable at their
current replacement values. Management believes that the current levels of cash
and working capital are adequate to support Sunoco's ongoing operations.
Cash Flows and Financial Capacity
- ---------------------------------
In the first six months of 1999, Sunoco's net cash provided by operating
activities ("cash generation") was $160 million compared to $21 million in the
first six months of 1998. This $139 million increase in cash generation was
primarily due to a decrease in working capital uses pertaining to operating
activities, partially offset by a decline in income before special items.
<PAGE>
In the first quarter of 1998, Sunoco transferred an interest in its Indiana
Harbor cokemaking operation in East Chicago, IN, to a third party in exchange
for $200 million in cash. The investor is entitled to 95 percent of the cash
flows and tax benefits from this cokemaking operation until certain cumulative
return targets have been met. After this preferential return period, which is
expected to end in 2002, the third party will be entitled to a variable minority
interest in the cash flows and tax benefits from the Indiana Harbor cokemaking
operation ranging from 5 to 23 percent. Sunoco did not recognize any gain or
loss on this transaction.
Management believes that future cash generation will be sufficient to satisfy
Sunoco's capital requirements and to pay the current level of cash dividends on
Sunoco's common stock. However, from time to time, the Company's short-term
cash requirements may exceed its cash generation due to various factors
including volatility in crude oil and refined product markets and increases in
capital spending and working capital levels. During those periods, the Company
may supplement its cash generation with proceeds from financing activities.
The Company has a $500 million revolving credit agreement ("Agreement") with
commercial banks that provides access to short-term financing through September
2002. The Company can borrow directly from the participating banks under this
Agreement or use it to support the issuance of commercial paper. The Company
also has access to short-term financing under a non-committed money market
facility. The following table sets forth amounts outstanding related to Sunoco's
borrowings (in millions of dollars):
<TABLE>
<CAPTION>
At At
June 30 December 31
1999 1998
----------- -----------
<S> <C> <C>
Short-term borrowings:
Commercial paper $122 $ --
Bank borrowings under revolving
credit agreement -- 120
Current portion of long-term debt 35 69
Long-term debt 823* 823
---- ------
Total borrowings $980 $1,012
==== ======
</TABLE>
__________
*Includes the Company's $150 million 8-1/8 percent notes due in 1999 which
Sunoco intends to refinance on a long-term basis.
Sunoco's debt-to-capital ratio was 39.2 percent at June 30, 1999 compared to
40.1 percent at December 31, 1998. Management believes there is sufficient
borrowing capacity available to pursue strategic investment opportunities as
they arise. No commitments have been made with respect to any investment
opportunity which would require the use of a significant portion of Sunoco's
unused financial capacity. In addition, the Company has the option of issuing
additional common or preference stock as a means of increasing its equity base;
however, there are no current plans to do so.
<PAGE>
ENVIRONMENTAL MATTERS
Pursuant to the Clean Air Act, the U.S. Environmental Protection Agency ("EPA")
has under review whether it is appropriate to require more stringent emissions
standards ("Tier 2 Standards") for new passenger cars and light duty trucks. In
connection with these potential Tier 2 Standards, the EPA issued proposed
regulations in early May 1999, which would mandate significant reductions in the
sulfur levels in reformulated and conventional gasoline commencing in 2004. The
proposal is subject to a 90-day public comment period, and it is anticipated
that the EPA will issue final rules by the end of 1999. While it is likely that
the EPA will require significant gasoline sulfur reductions, there are a number
of uncertainties about the final regulations and how they would be implemented,
including the allowable sulfur levels, the timing of any requirements, the
impact of any banking and trading system, the areas of the country that would be
subject to any such requirements and the technology available to meet the
requirements. While some of the alternatives would be potentially significant to
Sunoco and its operations, the ultimate impact of the Tier 2 Standards cannot be
determined until the EPA issues the finalized rules.
In November 1998, the EPA convened an advisory Panel on Oxygenate Use in
Gasoline (the "Panel"). The purpose of the Panel is to review public health and
environmental issues that have been raised by the use of MTBE in gasoline, and
specifically the discovery of MTBE in water supplies. The Panel made its
recommendations to the EPA on July 27, 1999. The recommendations call for the
improved protection of drinking water from MTBE contamination, a substantial
reduction in the use of MTBE, and action by Congress to remove the oxygenate
requirements for reformulated gasoline under the Clean Air Act. State and
federal environmental agencies could implement the majority of the
recommendations, and some would require Congressional legislative action.
California has acted to ban MTBE use by December 31, 2002. In connection with
the MTBE ban, California has requested a waiver from the EPA of its oxygenate
requirements. Other states are also reviewing the use of MTBE in gasoline. MTBE
is the primary oxygenate used by Sunoco and throughout the industry to meet the
reformulated gasoline requirements under the Clean Air Act. While phase-outs or
restrictions on the use of MTBE could have a significant impact on Sunoco and
its operations, it is not possible to reach any conclusions until federal or
further state actions, if any, are taken.
SHARE REPURCHASES
During 1998, the Company repurchased 3,727,850 shares of its common stock and
46,780 of its depositary shares for $145 million. On December 28, 1998, the
Board of Directors authorized a new program to purchase up to an additional $150
million of Company stock in the open market or through privately negotiated
transactions from time to time depending on prevailing market conditions. As of
July 31, 1999, $155 million remained available under the share repurchase
programs.
<PAGE>
YEAR 2000 READINESS DISCLOSURE
Sunoco, like most companies, is faced with the Year 2000 Issue as a result of
its use of computer systems that were designed to use two digits rather than
four to define a year. For example, some computer software may interpret a date
using the two digit representation "00" as the year 1900 instead of the year
2000. If not corrected, such misinterpretations could result in outright system
failures or in miscalculations causing operational or financial processing
disruptions.
Sunoco began significant efforts to address its exposures related to the Year
2000 Issue in 1997. A project team was put in place to assess, remediate or
replace, test and implement computer systems and applications (which consist of
internally developed and purchased computer applications, hardware, systems
software and embedded chip and manufacturing process control systems) so that
such systems and related processes will continue to operate and properly process
information dated after December 31, 1999.
The initial phases of these plans, an inventory and assessment of potential
problem areas and the remediation/replacement of the Company's key computer
applications, are essentially complete. The Company is conducting a complete
Year 2000 readiness test and a full systems integration test in an environment
that simulates the processing conditions that will exist after December 31,
1999. The Company anticipates that the testing phase for all of its key
computer applications will be completed by August 31, 1999.
The Company has contacted its key customers and suppliers and is examining their
Year 2000 public disclosures in an attempt to ascertain their ability to
continue to meet their obligations to the Company. While some of these third
parties are more prepared than others, the Company has no reason to believe that
its key customers and suppliers will not be able to meet their obligations to
the Company due to the Year 2000 Issue. This readiness assessment will continue
throughout 1999.
Additionally, the Company is developing contingency plans for its key operations
and business processes. These plans will attempt to mitigate the potential
impacts of any failures of either Company or third-party systems and processes.
In developing such plans, Sunoco's primary consideration is to continue to
operate the Company's facilities without compromising the health or safety of
its employees, agents or neighboring communities. Plans may include, but are not
limited to, scheduling and timing of operations, minimizing certain
discretionary activities, and ensuring that adequate staff is available to
handle any unforeseen disruptions. The Company may also choose to develop
alternative sources of supply, markets or other contingencies in response to the
potential failures of customers and suppliers to meet their obligations to the
Company. Contingency plans are expected to be complete by September 30, 1999.
With regard to third-party system interfaces, Sunoco's computer systems have
been remediated to correctly interpret dates as they are currently supplied and
to have the capability to both send and receive expanded dates if necessary.
Third parties with whom the Company has interfaces have been contacted, advised
of Sunoco's plans for such interfaces and asked to promptly notify the Company
should their own remediation plans result in a change to their current system
interface with the Company. The Company has been notified by several third
parties that minor interface changes are required. Such changes are being made
and tested as they are received.
<PAGE>
The total cost to Sunoco during the 1997-99 period of achieving Year 2000
compliant systems is currently estimated to be $37 million, which represents
approximately 20 percent of the information technology budget during that
period. Such amount, which includes both expense and capital spending, is being
funded from Sunoco's net cash flows from operating activities. It consists of
$21 million of expense incurred remediating and testing existing software and
hardware and $16 million of capital expenditures to replace two key non-
compliant systems with newly purchased systems that, in addition to being
compliant, provide enhanced business functionality. Through June 30, 1999, $34
million has been spent, of which $19 million relating to the remediation and
testing of existing software and hardware has been expensed and $15 million
relating to the replacement of the two non-compliant systems has been
capitalized.
The failure to correct a material Year 2000 problem or the inability of any key
customer, key supplier or a governmental agency to make the necessary computer
system changes on a timely basis, could result in interruptions to Company
operations or business activities. Such interruptions could have a material
adverse impact on the Company's results of operations, liquidity or financial
condition. Due to the general uncertainty inherent in the Year 2000 Issue,
particularly as it relates to the readiness of the Company's key customers and
suppliers, and of governmental agencies, the Company cannot ascertain at this
time whether the consequences of Year 2000 failures will have a material impact
on the Company's results of operations, liquidity or financial condition.
The foregoing Year 2000 discussion constitutes a "forward-looking" statement
within the meaning of Section 21E of the Securities Exchange Act of 1934. It is
based on management's current expectations, estimates and projections, which
could ultimately prove to be inaccurate. Factors which could affect the
Company's ability to be Year 2000 compliant by the end of 1999 include the
failure of customers, suppliers and governmental agencies to achieve compliance,
the inaccuracy of certifications received from them, and a shortage of necessary
personnel to modify or repair existing software.
FORWARD-LOOKING STATEMENTS
Those statements in the foregoing report that are not historical in nature
should be deemed forward-looking statements within the meaning of Section 21E of
the Securities Exchange Act of 1934. Such statements generally will be
accompanied by words such as "anticipate," "believe," "estimate," "expect,"
"forecast," "intend," "possible," "potential," "predict," "project," or other
similar words that convey the uncertainty of future events or outcomes.
Although Sunoco believes these forward-looking statements are reasonable, they
are based upon a number of assumptions concerning future conditions, any or all
of which may ultimately prove to be inaccurate. Such forward-looking statements
involve risks and are inherently uncertain. Important factors that could cause
actual results to differ materially from those projected in such statements are
discussed below.
<PAGE>
Sunoco's operating results are dependent upon the reliability and efficiency of
the Company's operating facilities, the level of operating expenses and hazards
common to operating facilities (including equipment malfunction, explosions,
fires, oil spills and the effects of severe weather conditions). Plans for the
construction, modernization or debottlenecking of refineries, chemical plants
and/or cokemaking facilities, and the utilization and timing of production from
these facilities are subject to many factors, including unplanned delays, and
the issuance of applicable building, environmental and other permits. Sunoco's
income and revenues are affected by market supply and demand for Sunoco's
products and actions taken by competitors (including both pricing and expansion
and retirement of refinery capacity), as well as changes in industry-wide
refining margins, market forces affecting the availability and pricing of
oxygenates such as MTBE, changes in crude oil and other raw material costs, and
world and regional events that could significantly increase volatility in the
marketplace.
The ability to meet liquidity requirements, including the funding of the
Company's capital program from operations, is subject to changes in commodity
prices and crude oil supply that could be affected by factors beyond Sunoco's
control, such as embargoes, the continued discovery and production of light
sweet crude oil, or military conflicts involving (or internal instability in)
one or more oil-producing countries. Other factors that could affect Sunoco's
business include the continued availability of debt and equity financing,
changes in labor relations, nonperformance by major customers, general business
and economic conditions (including recessionary trends, inflation and interest
and currency exchange rates), and civil, criminal, regulatory or administrative
actions, claims or proceedings. Sunoco's operations could also be affected by
domestic and international political, legislative, regulatory and legal actions,
such as restrictions on production, restrictions on imports and exports, price
controls, tax increases and retroactive tax claims, expropriation of property
and cancellation of contract rights. Sunoco is impacted by laws pertaining to
workers' health and safety, and current or amended state and federal
environmental and other similar regulations (including, particularly,
regulations dealing with gasoline composition and characteristics) or the
judicial interpretation of such regulations.
The factors identified above are believed to be important factors (but not
necessarily all of the important factors) that could cause actual results to
differ materially from those expressed in any forward-looking statement made by
Sunoco. Unpredictable or unknown factors not discussed herein could also have
material adverse effects on forward-looking statements. All forward-looking
statements included in this Form 10-Q are expressly qualified in their entirety
by the foregoing cautionary statements. The Company undertakes no obligation to
update publicly any forward-looking statement (or its associated cautionary
language) whether as a result of new information or future events.
<PAGE>
PART II
OTHER INFORMATION
Item 1. Legal Proceedings
On April 9, 1999, Sunoco paid civil fines in the amount of $168,950
pursuant to a Consent Order executed with the U.S. EPA (Region V). This
Consent Order stemmed from an administrative enforcement action dealing
with sulfur dioxide exceedances identified in 1994 and benzene waste NESHAP
violations at Sunoco's Toledo, OH, refinery and its formerly owned
wastewater treatment plant at this facility.
Many other legal and administrative proceedings are pending against Sunoco.
Although the ultimate outcome of these proceedings cannot be ascertained at
this time, it is reasonably possible that some of them could be resolved
unfavorably to Sunoco. Management of Sunoco believes that any liabilities
which may arise from such proceedings would not be material in relation to
the consolidated financial position of Sunoco at June 30, 1999.
Item 4. Submission of Matters to a Vote of Security Holders
The Annual Meeting of the Company's shareholders was held on May 6, 1999.
Proxies for the meeting were solicited pursuant to Section 14(a) of the
Securities Exchange Act of 1934 and there was no solicitation in opposition
to the Company's solicitations. At this meeting, the shareholders were
requested (1) to elect a Board of Directors and (2) to approve the
appointment of independent auditors. The following action was taken by the
Company's shareholders with respect to each of the above items:
1. Concerning the election of a Board of Directors of the Company, there
was a total of 76,719,281 votes cast. The tabulation below sets forth
the number of votes cast for, against or withheld (abstentions) for
each director. There were no broker non-votes.
<TABLE>
<CAPTION>
Number
Number Number "WITHHELD"
NAME "FOR" "AGAINST" (ABSTENTIONS)
- ---------------- ---------- --------- -------------
<S> <C> <C> <C>
R. H. Campbell 75,806,278 910,997 2,006
R. E. Cartledge 75,950,059 769,222 --
J. G. Drosdick 76,000,841 717,847 593
M. J. Evans 75,809,233 910,048 --
T. P. Gerrity 75,967,461 751,820 --
R. B. Greco 75,945,259 773,862 160
J. G. Kaiser 75,998,769 720,352 160
R. D. Kennedy 75,978,040 741,077 164
R. A. Pew 75,885,967 832,748 566
W. F. Pounds 75,914,749 804,201 331
G. J. Ratcliffe 75,987,917 730,881 483
A. B. Trowbridge 75,920,560 798,561 160
</TABLE>
2. Concerning the motion to appoint Ernst & Young LLP as the Company's
independent auditors, there was a total of 76,431,253 votes cast, with
an aggregate of 76,221,295 votes cast in favor of such appointment and
209,958 against. There were 288,028 withheld (abstentions). There were
no broker non-votes.
<PAGE>
Item 6. Exhibits and Reports on Form 8-K
Exhibits:
1 - Form of Underwriting Agreement, as amended, for the
Sunoco, Inc. Form S-3 Registration Statement (Registration
No. 33-53717) filed May 20, 1994.
12 - Statement re Sunoco, Inc. and Subsidiaries Computation of Ratio of
Earnings to Fixed Charges for the Six-Month Period Ended June 30,
1999.
27 - Article 5 of Regulation S-X, Financial Data Schedule.
Reports on Form 8-K:
The Company has not filed any reports on Form 8-K during the quarter ended
June 30, 1999.
**********
We are pleased to furnish this Form 10-Q to shareholders who request it by
writing to:
Sunoco, Inc.
Investor Relations
Ten Penn Center
1801 Market Street
Philadelphia, PA 19103-1699
<PAGE>
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
SUNOCO, INC.
BY /s/ JOSEPH P. KROTT
-----------------------
Joseph P. Krott
Comptroller
(Principal Accounting Officer)
DATE July 30, 1999
<PAGE>
EXHIBIT INDEX
Exhibit
Number Exhibit
- ------- ----------------------------------------
1 Form of Underwriting Agreement, as amended, for the Sunoco, Inc.
Form S-3 Registration Statement (Registration No. 33-53717) filed
May 20, 1994.
12 Statement re Sunoco, Inc. and Subsidiaries Computation of Ratio of
Earnings to Fixed Charges for the Six-Month Period Ended June 30,
1999.
27 Article 5 of Regulation S-X, Financial Data Schedule.
<PAGE>
SUNOCO, INC.
Securities
UNDERWRITING AGREEMENT BASIC PROVISIONS
---------------------------------------
August 2, 1999
1. Introductory. Sunoco, Inc., a Pennsylvania corporation (the
------------
"Company"), proposes to issue and sell from time to time senior unsecured debt
securities, subordinated unsecured debt securities and senior or subordinated
convertible debt securities (collectively, "Debt Securities"), preference stock
and common stock (collectively "Equity Securities") and warrants ("Warrants")
to purchase Debt Securities ("Warrant Debt Securities") or Equity Securities
("Warrant Equity Securities" and collectively with the Warrant Debt Securities
the "Warrant Securities") registered under the registration statement referred
to in Section 2(a) (collectively, "Registered Securities"). If specified in a
Terms Agreement referred to in Section 3, the Company proposes to grant to the
Underwriters an option (the "Option") to purchase up to that amount of
Registered Securities specified in such Terms Agreement (the "Options
Securities"). The Debt Securities and Warrant Debt Securities will be issued
under indentures (as they may be amended or supplemented from time to time, the
"Indentures"), more particularly described in a Terms Agreement, between the
Company and the trustees named therein (the "Trustee(s)"), in one or more
series, which series may vary as to interest rates, maturities, redemption
provisions, selling prices and other terms, with all such terms for any
particular series of the Debt Securities and Warrant Debt Securities being
determined at the time of sale. The Equity Securities and Warrant Equity
Securities may be issued in one or more series but, in the case of preference
stock, any such series may vary as to voting rights, dividends, optional and
mandatory redemption provisions, liquidation preference and conversion
provisions and other terms, with all such terms for any particular series or
issue of preference stock being determined at the time of issue. The Warrants
are to be issued pursuant to the provision of a Warrant Agreement (the "Warrant
Agreement") specified in the applicable Terms Agreement between the Company and
the Warrant Agent named in the Terms Agreement (the "Warrant Agent"). The
Registered Securities will be sold pursuant to a Terms Agreement, for resale in
accordance with the terms of the offering determined at the time of sale.
<PAGE>
2
The Registered Securities (together with the Options Securities)
involved in any such offering are hereinafter referred to as the "Securities."
The firm or firms which agree to purchase the Securities are hereinafter
referred to as the "Underwriters" of such Securities, and the representative or
representatives of the Underwriters, if any, specified in a Terms Agreement are
hereinafter referred to as the "Representatives"; provided, however, that if the
Terms Agreement does not specify any representative of the Underwriters, the
term "Representatives," as used in this Agreement (other than in Sections 2(b)
and 7 and the second sentence of Section 3) shall mean the Underwriters.
2. Representations, Warranties and Agreements of the Company. The
Company represents, warrants and agrees that:
(a) A registration statement on Form S-3 (File No. 33-53717) and
an amendment or amendments thereto with respect to the Registered
Securities has (i) been prepared by the Company in conformity with the
requirements of the Securities Act of 1933, as amended (the
"Securities Act"), and the rules and regulations (the "Rules and
Regulations") of the Securities and Exchange Commission (the
"Commission") thereunder and (ii) been filed with the Commission under
the Securities Act. Such registration statement has become effective
under the Securities Act. The registration statement, as amended at
the date of this Agreement, meets the requirements set forth in Rule
415(a)(1)(x) under the Securities Act and complies in all other
material respects with such Rule. Copies of such registration
statement and any amendments thereto have been delivered by the
Company to the Representatives. The Company proposes to file with the
Commission pursuant to Rule 424(b) under the Securities Act ("Rule
424(b)") a supplement to the form of prospectus included in the
registration statement relating to the initial offering of the
Securities and the plan of distribution thereof and has previously
advised the Underwriters of all further information (financial and
other) with respect to the Company to be set forth therein. The term
"Registration Statement" means the registration statement, as amended
at the date of this Agreement and as amended from time to time
hereafter, including the exhibits thereto, and all documents
incorporated therein by reference pursuant to Item 12 of Form S-3 (the
"Incorporated Documents"), and such
<PAGE>
3
prospectus as then amended, including the Incorporated Documents, is
hereinafter referred to as the "Basic Prospectus"; and such
supplemented form of prospectus, in the form in which it shall be
filed with the Commission pursuant to Rule 424(b) (including the Basic
Prospectus as so supplemented), is hereinafter called the "Final
Prospectus". The Basic Prospectus, as the same may be amended or
supplemented from time to time, including, without limitation, by any
preliminary form of prospectus supplement relating to the Securities,
which has heretofore been filed pursuant to Rule 424(b) is hereinafter
called the "Interim Prospectus". Any reference herein to the
Registration Statement, any Interim Prospectus or the Final Prospectus
shall be deemed to refer to and include the Incorporated Documents
which were filed under the Securities Exchange Act of 1934, as amended
(the "Exchange Act"), on or before the date of this Agreement, the
issue date of any Interim Prospectus or the issue date of the Final
Prospectus, as the case may be; and any reference herein to the terms
"amend", "amendment" or "supplement" with respect to the Registration
Statement, any Interim Prospectus or the Final Prospectus shall be
deemed to refer to and include the filing of any Incorporated
Documents under the Exchange Act after the date of this Agreement or
the issue date of the Basic Prospectus, any Interim Prospectus or the
Final Prospectus, as the case may be, and deemed to be incorporated
therein by reference. Copies of the Registration Statement and the
amendment or amendments to such Registration Statement have been
delivered by the Company to the Underwriters;
(b) (i) Each document, if any, filed or to be filed pursuant to
the Exchange Act and incorporated by reference in the Interim
Prospectus or Final Prospectus complied or will comply when so filed
in all material respects with the Exchange Act and the applicable
rules and regulations of the Commission thereunder, (ii) each part of
the Registration Statement, when such part became effective, did not
contain and each such part, as amended or supplemented, if applicable,
will not contain any untrue statement of a material fact or omit to
state a material fact required to be stated therein or necessary to
make the statements therein not misleading, (iii) any Interim
Prospectus complied and the Registration Statement and the Final
Prospectus comply, and, as amended or supplemented, if applicable,
<PAGE>
4
will comply in all material respects with the Securities Act and the
Rules and Regulations and (iv) any Interim Prospectus did not contain
and the Final Prospectus does not contain and, as it may be amended or
supplemented, will not contain an untrue statement of a material fact
or omit to state a material fact necessary in order to make the
statements therein, in the light of the circumstances under which they
are made, not misleading; provided that no representation and warranty
is made as to the statement of eligibility and qualification on Form
T-1 of the Trustee under the Trust Indenture Act of 1939, as amended
(the "Trust Indenture Act"), or as to information contained in or
omitted from the Registration Statement or the Final Prospectus in
reliance upon and in conformity with written information furnished to
the Company through the Representatives by or on behalf of any
Underwriter specifically for inclusion therein; the Indenture shall
have been qualified under and will comply in all material respects
with the Trust Indenture Act and the applicable rules and regulations
thereunder; and the Commission has not issued an order preventing or
suspending the use of the Registration Statement, any Interim
Prospectus or the Final Prospectus;
(c) The Company and each of its Significant Subsidiaries (as
defined in Section 13) have been duly incorporated and are validly
existing as corporations under the laws of their respective
jurisdictions of incorporation, are duly qualified to do business and
are in good standing as a foreign corporation in each jurisdiction in
which the failure to so qualify or be in good standing would have a
material adverse effect on the business, properties, financial
position, shareholders' equity or results of operations of the Company
and its subsidiaries on a consolidated basis, and the Company and each
of its Significant Subsidiaries have all corporate power and authority
necessary to own or hold their respective properties and to conduct
the businesses in which such corporations are engaged;
(d) The Company has an authorized capitalization as set forth in
the Final Prospectus; all of the issued capital shares of the Company
have been duly and validly authorized and issued and are fully paid
and non-assessable;
<PAGE>
5
(e) All of the issued shares of capital stock of each Significant
Subsidiary of the Company have been duly and validly authorized and
issued and are fully paid, non-assessable and are owned directly or
indirectly by the Company, free and clear of all liens, encumbrances,
equities or claims.
(f) The execution, delivery and performance of the Terms
Agreement (including the provisions of this Agreement) by the Company
and the consummation of the transactions contemplated hereby and
thereby and compliance by the Company with the provisions of the
Indenture, if any, described in the Terms Agreement, the Warrant
Agreement, if any, described in the Terms Agreement, and the
Securities will not conflict with or result in a breach or violation
of any of the terms or provisions of, or constitute a default under,
any indenture, mortgage, deed of trust, loan agreement or other
agreement or instrument to which the Company or any of its Significant
Subsidiaries is a party or by which the Company or any of its
Significant Subsidiaries is bound or to which any property or assets
of the Company or any of its Significant Subsidiaries is subject,
except for any conflict, breach, or violation which would not,
individually or in the aggregate, have a material adverse effect on
the business, properties, financial position, shareholders' equity or
results of operations of the Company and its subsidiaries taken as a
whole, nor will such actions result in any violation of the provisions
of the Charter or bylaws of the Company or any of its Significant
Subsidiaries or any statute or any order, rule or regulation of any
court or governmental agency or body having jurisdiction over the
Company or any of its Significant Subsidiaries or any of their
properties or assets; and except for the registration of the
Securities under the Securities Act such consents, approvals,
authorizations, registrations or qualifications as may be required
under the Trust Indenture Act or the Securities Exchange Act of 1934,
as amended (the "Exchange Act"), and applicable state or foreign
securities laws in connection with the purchase and distribution of
the Securities by the Underwriters, and the filing of a statement with
the Department of State of the Commonwealth of Pennsylvania with
respect to any shares of Preference Stock to be issued by the Company,
no consent, approval,
<PAGE>
6
authorization or order of, or filing or registration with, any such
court or governmental agency or body is required for the execution,
delivery and performance of the Terms Agreement (including the
provisions of this Agreement) the Indenture, if any, described in the
Terms Agreement and the Warrant Agreement, if any, described in the
Terms Agreement, by the Company and the consummation of the
transactions contemplated hereby and thereby;
(g) There are no contracts, agreements or understandings between
the Company and any person granting such person the right to require
the Company to include any securities owned or to be owned by such
person in the securities registered pursuant to the Registration
Statement, or, except as described in the Final Prospectus, to require
the Company to file any other registration statement under the
Securities Act with respect to any securities of the Company owned or
to be owned by such person or to require the Company to include such
securities in any securities being registered pursuant to any other
registration statement filed by the Company under the Securities Act;
(h) The Indenture, if any, described in the Terms Agreement has
been duly authorized, executed and delivered by the Company and
(assuming the due authorization, execution and delivery thereof by the
Trustee under the Indenture) constitutes the valid and legally binding
obligation of the Company, enforceable in accordance with its terms
(subject to the effects of bankruptcy, insolvency, fraudulent
conveyance, reorganization, moratorium and other similar laws relating
to or affecting creditors' rights generally, general equitable
principles (whether considered in a proceeding in equity or at law)
and an implied covenant of good faith and fair dealing); the Debt
Securities and Warrant Securities, if any, described in the Terms
Agreement have been duly authorized, and, upon payment therefor as
provided herein, will be validly issued and outstanding, and will
constitute the valid and legally binding obligations of the Company,
enforceable in accordance with their terms (subject to the effects of
bankruptcy, insolvency, fraudulent conveyance, reorganization,
moratorium and other similar laws relating to or affecting creditors'
rights generally, general equitable principles (whether considered in
a
<PAGE>
7
proceeding in equity or at law) and an implied covenant of good faith
and fair dealing) and entitled to the benefits of the Indenture; if
any Securities to be issued are convertible, the shares of Equity
Securities issuable upon conversion thereof are duly and validly
authorized, have been duly reserved for issuance upon conversion of
the Securities and, when issued upon the conversion of the Securities,
will be duly and validly issued, fully paid and non-assessable; the
Equity Securities and Warrant Equity Securities, if any, described in
the Terms Agreement have been duly and validly authorized and in the
case of Warrant Equity Securities duly reserved for issuance, and,
when issued, will be validly issued, fully paid and non-assessable;
the Warrants and the Warrant Agreement, if any, described in the Terms
Agreement have been duly and validly authorized, and the Warrant
Agreement, when duly completed, executed, and delivered, and the
Warrants, when duly executed, countersigned and delivered, will
constitute the valid and legally binding obligations of the Company,
enforceable in accordance with their terms (subject to the effects of
bankruptcy, insolvency, fraudulent conveyance, reorganization,
moratorium and other similar laws relating to or affecting creditors'
rights generally, general equitable principles (whether considered in
a proceeding in equity or at law) and an implied covenant of good
faith and fair dealing; no further approval or authority of the
shareholders or the Board of Directors of the Company will be required
for the issuance and sale of the Securities as contemplated by the
Terms Agreement or the issuance of the shares of Equity Securities or
Warrant Equity Securities upon conversion of the Securities or
exercise of the Warrants; and the Securities, the Indenture and
Warrant Agreement, if any, described in the Terms Agreement and the
capital stock of the Company will conform to the descriptions thereof
contained in the Registration Statement and the Prospectus;
(i) The Terms Agreement (including the provisions of this
Agreement) has been duly authorized, executed and delivered by the
Company;
(j) Except as described in the Final Prospectus, there are no
legal or governmental proceedings pending to which the Company is a
party or of which any
<PAGE>
8
property of the Company or any Significant Subsidiary is the subject,
the outcome of which is likely to have a material adverse effect on
the business, properties, financial position, shareholders' equity or
results of operations of the Company and its subsidiaries, taken as a
whole and to the knowledge of the Company, no such proceedings are
threatened by governmental authorities or others.
(k) The audited financial statements (including the related notes
and supporting schedules) included or incorporated by reference in the
Registration Statement or included or incorporated by reference in the
Final Prospectus present fairly the consolidated financial position of
the Company and its subsidiaries and the consolidated results of their
operations, at the dates and for the periods indicated, and have been
prepared in conformity with generally accepted accounting principles,
applied on a consistent basis throughout the periods involved, except
as otherwise stated therein. The unaudited consolidated financial
statements of the Company and its subsidiaries, if any, and the
related notes, included or incorporated by reference in the
Registration Statement or included or incorporated by reference in the
Final Prospectus present fairly their consolidated financial position
and the consolidated results of their operations, at the dates and for
the periods indicated in conformity with generally accepted accounting
principles, applied on a consistent basis throughout the periods
involved, except as otherwise stated therein (except for the absence
of notes), subject to normally recurring changes resulting from year-
end audit adjustments, and were prepared in accordance with the
instructions to Form 10-Q. Since the date of such statements, there
has been no material adverse change in the operations, business,
property, assets or liabilities of the Company or any of its
Significant Subsidiaries, or in the consolidated financial condition
the Company;
(l) No relationship, direct or indirect, exists between or among
the Company on the one hand, and the directors, officers,
shareholders, customers or suppliers of the Company on the other hand,
which is required to be described in the Final Prospectus and which is
not so described;
<PAGE>
9
(m) Except as described in the Final Prospectus, since the date
as of which information is given in the Final Prospectus, the Company
has not issued or granted any rights to acquire any securities of a
type or class covered by a Terms Agreement not yet consummated (other
than pursuant to a dividend reinvestment or direct access plan,
employee benefit plans, stock option plans or other employee or
director compensation plans existing on the date of such Terms
Agreement);
(n) Neither the Company nor any of its Significant Subsidiaries
(i) is in violation of its charter or bylaws, (ii) or in default, and
no event has occurred which, with the notice or lapse of time or both,
would constitute a default, in the due performance or observance of
any term, covenant or condition contained in any indenture, mortgage,
deed of trust, loan agreement or other agreement or instrument to
which the Company or any Significant Subsidiary is a party or by which
they are bound or to which any of their properties or assets is
subject or (iii) is in violation of any law, ordinance, governmental
rule, regulation or court decree to which it or its property or assets
may be subject or has failed to obtain any license, permit,
certificate, franchise or other governmental authorization or permit
necessary to the ownership of its property or to the conduct of its
business except in the case of clauses (i), (ii) and (iii), for any
violation, default or event which, either individually or in the
aggregate, will not have a material adverse affect on the business,
properties, financial position, shareholders' equity or results of
operations of the Company and its subsidiaries, taken as a whole;
(o) There are no contracts or other documents which are required
to be filed as exhibits to the Registration Statement by the
Securities Act or by the Rules and Regulations which have not been
filed as exhibits to the Registration Statement; and
(p) The Company is not required to be registered, and is not
regulated, as an "investment company" as such term is defined under
the United States Investment Company Act of 1940.
<PAGE>
10
3. Purchase and Offering of the Securities by the Underwriters. The
obligation of the Underwriters to purchase the Securities will be evidenced
by an exchange of a telegram, telex or other written communications ("Terms
Agreement") at each time the Company determines to sell the Securities.
Each Terms Agreement will be in the form of Annex II (A), (B) or (C)
attached hereto and will incorporate by reference the provisions of this
Agreement, except as otherwise provided therein, and will specify the firm
or firms which will be Underwriters, the names of any Representatives, the
amount to be purchased by each Underwriter, the purchase price to be paid
by the Underwriters and certain terms of the Securities and whether any of
the Securities may be sold to institutional investors pursuant to Delayed
Delivery Contracts (as defined below). The Terms Agreement will also
specify the time and date of delivery and payment (such time and date, or
such other time not later than seven full business days thereafter as the
Representatives and the Company agree as the time for payment and delivery,
being herein and in the Terms Agreement referred to as the "Closing Date"),
the place of delivery and payment and any details of the terms of public
offering that should be reflected in the prospectus supplement relating to
the offering of the Securities. The obligations of the Underwriters to
purchase the Securities will be several and not joint. It is understood
that the Underwriters propose to offer the Securities for sale as set forth
in the Final Prospectus. The Debt Securities, if any, delivered to the
Underwriters on the Closing Date will be in the form of one or more
certificates in global or definitive form, and such denominations and
registered in such names as the Underwriters may request.
If specified in a Terms Agreement, on the basis of the
representations, warranties and covenants herein contained, and subject to
the terms and conditions herein set forth, the Company grants an option to
the several Underwriters to purchase, severally and not jointly, up to that
amount of the Option Securities as shall be specified in the Terms
Agreement from the Company at the same price as the Underwriters shall pay
for the Securities. Said option may be exercised only to cover over-
allotments in the sale of the Securities by the Underwriters and may be
exercised in whole or in part at any time on or before the thirtieth day
after the date of the Terms Agreement upon written or telegraphic notice by
the Representatives to the Company setting forth the amount of the Option
Securities as to
<PAGE>
11
which the several Underwriters are exercising the Option. The amount of
Option Securities to be purchased by each Underwriter shall be the same
percentage of the total amount of the Option Securities to be purchased by
the several Underwriters as such Underwriter is purchasing of the
Securities, as adjusted by the representatives in such manner as the
representatives deem advisable to avoid fractional shares/units.
If the Terms Agreement provides for the sales of Securities pursuant
to delayed delivery contracts, the Company authorizes the Underwriters to
solicit offers to purchase Securities pursuant to delayed delivery
contracts substantially in the form of Annex I attached hereto ("Delayed
Delivery Contract") with such changes therein as the Company may authorize
or approve. Delayed Delivery Contracts are only to be with institutional
investors, including commercial and savings banks, insurance companies,
pension funds, investment companies and educational and charitable
institutions. On the Closing Date, the Company will pay, as compensation,
to the Representatives for the accounts of the Underwriters, the fee set
forth in such Terms Agreement in respect of the amount of Securities to be
sold pursuant to Delayed Delivery Contracts ("Contract Securities"). The
Underwriters will not have any responsibility in respect of the validity or
the performance of Delayed Delivery Contracts. If the Company executes and
delivers Delayed Delivery Contracts, the Contract Securities will be
deducted from the Securities to be purchased by the several Underwriters
and the aggregate amount of Securities to be purchased by each Underwriter
will be reduced pro rata in proportion to the amount of Securities set
forth opposite each Underwriter's name in such Terms Agreement, except to
the extent that the Representatives determine that such reduction shall be
otherwise than pro rata and so advise the Company. The Company will advise
the Representatives not later than the business day prior to the Closing
Date of the amount of Contract Securities.
4. Further Agreements of the Company. The Company agrees:
(a) To prepare the Final Prospectus in a form approved by the
Representatives and to file such Prospectus (i) pursuant to Rule
424(b) under the Securities Act not later than 10:00 A.M., New York
City time, on the second business day following the execution and
delivery of the Terms Agreement; to make
<PAGE>
12
no further amendment or any supplement to the Registration Statement,
the Final Prospectus or any Interim Prospectus except as permitted
herein; to advise the Representatives, promptly after it receives
notice thereof, of the time when the Registration Statement, or any
amendment thereto, has been filed or becomes effective or any
supplement to the Final Prospectus or any amended Final Prospectus has
been filed and to furnish the Representatives with copies thereof; to
file promptly all reports and any definitive proxy or information
statements required to be filed by the Company with the Commission
pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act
subsequent to the date of the Final Prospectus and for so long as the
delivery of a prospectus is required in connection with the offering
or sale of the Securities; to advise the Representatives, promptly
after it receives notice thereof, of the issuance by the Commission of
any stop order or of any order preventing or suspending the use of any
Final Prospectus or any Interim Prospectus, of the suspension of the
qualification of the Securities for offering or sale in any
jurisdiction, of the initiation or threatening of any proceeding for
any such purpose, or of any request by the Commission for the amending
or supplementing of the Registration Statement or the Final Prospectus
or for additional information; and, in the event of the issuance of
any stop order or of any order preventing or suspending the use of the
Final Prospectus or suspending any such qualification, to use promptly
its best efforts to obtain its withdrawal;
(b) To furnish promptly to each of the Representatives and to
counsel for the Underwriters a signed copy of the Registration
Statement as originally filed with the Commission, and each amendment
thereto filed with the Commission, including all consents and exhibits
filed therewith;
(c) To furnish promptly to each of the Representatives copies of
the Registration Statement, including all exhibits, any Interim
Prospectus, the Final Prospectus and all amendments and supplements to
such documents, in each case as soon as available and in such
quantities as are reasonably requested;
<PAGE>
13
(d) To file promptly with the Commission any amendment to the
Registration Statement or the Final Prospectus or any supplement to
the Final Prospectus that may, in the judgment of the Company or the
Representatives, be required by the Securities Act or requested by the
Commission;
(e) Prior to filing with the Commission (i) any amendment to
the Registration Statement or supplement to the Final Prospectus or
any document incorporated by reference into the Final Prospectus or
(ii) any Prospectus pursuant to Rule 424 of the Rules and Regulations,
to furnish a copy thereof to the Representatives and counsel for the
Underwriters and obtain the consent of the Representatives to the
filing, which consent will not be unreasonably withheld;
(f) As soon as practicable after the date of each Terms
Agreement, but in no event later than twelve months after the later of
(i) the effective date of the registration statement relating to the
Registered Securities, (ii) the effective date of the most recent
post-effective amendment to the Registration Statement to become
effective prior to the date of such Terms Agreement and (iii) the date
of the filing of the last report of the Company incorporated by
reference in the Final Prospectus, to make generally available to its
security holders an earnings statement which will satisfy the
provisions of Section 11(a) of the Securities Act (including, at the
option of the Company, Rule 158);
(g) During the period, if any, specified in the Terms Agreement
after the date of such Terms Agreement or for such shorter period as
the Securities remain outstanding, to furnish to the Representatives
and, upon request, to each of the other Underwriters, if any, copies
of all materials furnished by the Company to its shareholders and all
public reports and all reports and financial statements furnished by
the Company to the principal national securities exchange upon which
the common stock of the Company may be listed pursuant to requirements
of or agreements with such exchange or to the Commission pursuant to
the Exchange Act or any rule or regulation of the Commission
thereunder;
<PAGE>
14
(h) Promptly from time to time, to take such action as the
Representatives may reasonably request to qualify the Securities for
offering and sale under the securities laws of such jurisdictions as
the Representatives may request and to comply with such laws so as to
permit the continuance of sales and dealings therein in such
jurisdictions for as long as may be necessary to complete the
distribution of the Securities; provided that in connection therewith
the Company shall not be required to qualify as a foreign corporation
or to file a general consent to service of process in any jurisdiction
or to subject itself to taxation in respect of doing business in any
jurisdiction in which it is not otherwise so subject; and
(i) For the period, if any, specified in the Terms Agreement, to
not, (A) in the event of an offering of Equity Securities or Warrants
to purchase Warrant Equity Securities, (i) offer for sale, sell or
otherwise dispose of, directly or indirectly, any Equity Securities of
the Company or permit the registration under the Securities Act of any
Equity Securities of the Company (other than the Securities and shares
issued pursuant to a dividend reinvestment or direct access plan,
employee benefit plans, stock option plans or other employee or
director compensation plans now or hereafter existing), (ii) sell or
grant options, rights or warrants with respect to any shares of Equity
Securities of the Company (other than the Securities and the grant of
options pursuant to option plans now or hereafter existing) or (iii)
offer for sale, sell or otherwise dispose of, directly or indirectly,
any securities convertible, exchangeable or exercisable into Equity
Securities of the Company (other than the Securities), without, in any
case, the prior written consent of a majority of the Representatives;
provided, however, the Company may, without such consent, offer and
sell Equity Securities of the Company in transactions exempt from the
registration requirements of the Securities Act, provided that the
purchasers in such transactions are prohibited from offering for sale,
selling or otherwise disposing of, directly or indirectly, any of the
Equity Securities of the Company so acquired by them for the remainder
of such period, (B) in the event of an offering of Debt Securities or
Warrants to purchase
<PAGE>
15
Warrant Debt Securities, offer for sale, sell or cause to be offered
for sale or sold, without the prior written consent of a majority of
the Representatives, any debt securities which are substantially
similar to the Securities.
5. Expenses. The Company agrees to pay (a) the costs incident to the
authorization, issuance, sale and delivery of the Securities and any taxes
payable in that connection; (b) the costs incident to the preparation, printing
and filing under the Securities Act of the Registration Statement and any
amendments and exhibits thereto; (c) the costs of distributing the Registration
Statement as originally filed and each amendment thereto and any post-effective
amendments thereto (including, in each case, exhibits), any Interim Prospectus,
the Final Prospectus and any amendment or supplement to any such prospectus and
any documents incorporated by reference in any of the foregoing, all as provided
in this Agreement; (d) the costs of reproducing and distributing this Agreement;
(e) the costs of distributing the underwriting documentation in connection with
the organization of the underwriting syndicate and selling group to the members
thereof by mail, telex or other means of communication; (f) the filing fees
incident to securing any required review by the New York Stock Exchange (the
"NYSE")of the terms of sale of the Securities, if necessary; (g) any applicable
stock exchange listing or other fees; (h) the fees and expenses of filings, if
any, with foreign securities administrators and of qualifying the Securities
under the securities laws of the several jurisdictions as provided in Section
4(h) and of preparing, printing and distributing a Blue Sky Memorandum
(including related fees and expenses of counsel to the Underwriters); (i) the
fees paid to rating agencies in connection with the rating of the Securities;
(j) the costs of printing and issuance of certificates, if any; (k) transfer
agent's fees, if any; (l) the filing fees incident to securing any required
review by the National Association of Securities Dealers, Inc., if any, of the
terms of the sale of the Securities and (m) all other costs and expenses
incident to the performance of the obligations of the Company under this
Agreement; provided that except as provided in this Section 5 and in Section 10,
the Underwriters shall pay their own costs and expenses, including the costs and
expenses of their counsel, any transfer taxes on the Securities which they may
sell and the expenses of advertising any offering of the Securities made by the
Underwriters, and the Company shall pay the fees and expenses of its counsel and
accountants and any transfer taxes payable in connection with its sale of
Securities to the Underwriters.
<PAGE>
16
6. Conditions of Underwriters' Obligations. The respective
obligations of the Underwriters hereunder are subject to the accuracy, when made
and at the time of delivery of any Securities pursuant to a Terms Agreement, of
the representations and warranties of the Company contained herein, to the
performance by the Company of its obligations hereunder, and to each of the
following additional terms and conditions:
(a) The Final Prospectus shall have been timely filed with the
Commission in accordance with Section 4(a); no stop order suspending the
effectiveness of the Registration Statement or any part thereof or
suspending the qualification of the Indenture shall have been issued and no
proceeding for that purpose shall have been initiated or threatened by the
Commission; and any request of the Commission for inclusion of additional
information in the Registration Statement or the Final Prospectus or
otherwise shall have been complied with.
(b) No Underwriter shall have discovered and disclosed to the Company
on or prior to the Closing Date that the Registration Statement or the
Final Prospectus or any amendment or supplement thereto contains an untrue
statement of a fact which, in the opinion of counsel for the Underwriters,
is material or omits to state a fact which, in the opinion of such counsel,
is material and is required to be stated therein or is necessary to make
the statements therein not misleading;
(c) The Vice President and General Counsel or the General Attorney
and Corporate Secretary of the Company shall have furnished to the
Representatives his or her written opinion, as counsel to the Company,
addressed to the Underwriters and dated the Closing Date, in form and
substance satisfactory to the Representatives to the effect that:
(i) The Company has been duly incorporated and is validly existing as
a corporation in good standing under the laws of the Commonwealth of
Pennsylvania and has all corporate power and authority necessary to
own or hold its properties and conduct its businesses in the manner
contemplated in the Prospectus;
(ii) The Indenture, if any, described in the Terms Agreement has been
duly authorized, executed and delivered by the Company and duly
qualified under the
<PAGE>
17
Trust Indenture Act; the Warrant Agreement, if any, described in the
Terms Agreement has been duly authorized, executed and delivered by
the Company; and, assuming due authorization, execution and delivery
thereof by the Trustee or the Warrant Agent, as the case may be, each
will constitute a valid and legally binding instrument of the Company
enforceable against the Company in accordance with its terms;
(iii) The Debt Securities, if any, described in the Terms Agreement
have been duly authorized and, other than Contract Securities, duly
executed and delivered by the Company, and assuming due authentication
thereof by the Trustee and upon payment and delivery in accordance
with this Agreement, the Debt Securities, other than any Contract
Securities, and any Contract Securities, when executed, authenticated,
issued and delivered in the manner provided in the Indenture and sold
pursuant to Delayed Delivery Contracts, will constitute valid and
legally binding obligations of the Company, enforceable against the
Company in accordance with their terms and entitled to the benefits of
the Indenture;
(iv) If any Securities to be issued are convertible or if any
Warrants to purchase Warrant Equity Securities are to be issued, the
shares of Equity Securities into which the Securities initially will
be convertible or any Warrant Equity Securities to be issued upon
exercise of the Warrants are duly and validly authorized; have been
duly reserved for issuance upon conversion of the Securities; and when
issued upon the conversion of the Securities will be duly and validly
issued, fully paid and non-assessable;
(v) The shares of Equity Securities, if any, described in the Terms
Agreement have been duly and validly authorized and issued and are
fully paid and non- assessable;
(vi) The Warrants, if any, described in the Terms Agreement, when
duly executed by the proper officers of the Company, duly
countersigned by the Warrant Agent and delivered as contemplated
hereby, and the Warrant Agreement will be validly issued and
outstanding obligations of the Company enforceable in accordance
<PAGE>
18
with their terms and entitled to the benefits of the Warrant
Agreement.
(vii) The Warrant Debt Securities, if any, described in the Terms
Agreement, issuable upon exercise of the Warrants, when issued upon
exercise in accordance with the Warrant Agreement and when duly
executed, authenticated and delivered as contemplated hereby, by the
Indenture and by the Warrant Agreement will be validly issued and
outstanding obligations of the Company enforceable in accordance with
their terms and entitled to the benefits of the Indenture, and the
Warrants, if any, described in the Terms Agreement, may be exercised
to purchase the securities for which they are exercisable in
accordance with their terms and the terms of the Warrant Agreement;
(viii) The Registration Statement has become effective and the
Indenture was qualified under the Trust Indenture Act, as of the date
and time specified in such opinion, the Final Prospectus was filed
with the Commission pursuant to the subparagraph of Rule 424(b) of the
Rules and Regulations specified in such opinion on the date specified
therein and, to the knowledge of such counsel, no stop order
suspending the effectiveness of the Registration Statement has been
issued and no proceeding for that purpose is pending or threatened by
the Commission;
(ix) The Registration Statement and the Final Prospectus (including
all documents incorporated by reference therein) and any further
amendments or supplements thereto made by the Company prior to the
Closing Date (other than the financial statements and related
schedules and other financial and statistical data included therein,
as to which such counsel need express no opinion) comply as to form in
all material respects with the requirements of the Securities Act, the
Trust Indenture Act, the Exchange Act and the applicable rules and
regulations under said Acts; and the Indenture conforms in all
material respects to the requirements of the Trust Indenture Act and
the applicable rules and regulations thereunder;
(x) The Securities, other than any Contract Securities, the
Indenture, if any, described in the Terms Agreement, the Warrant
Agreement, if any,
<PAGE>
19
described in the Terms Agreement, and the capital stock of the Company
conform, and any Contract Securities, when issued, delivered and sold,
will conform, in all material respects to the statements concerning
them in or incorporated by reference in the Registration Statement and
the Final Prospectus; and the provisions of the contracts, agreements
and instruments (as the same may be in effect on the Closing Date)
summarized in the Final Prospectus, any supplement thereto or any
document incorporated by reference therein, conform in all material
respects to the descriptions thereof in the Final Prospectus, any
supplement thereto or any document incorporated by reference therein;
(xi) To such counsel's knowledge, there are no contracts or other
documents which are required to be filed as exhibits to the
Registration Statement by the Securities Act or by the Rules and
Regulations which have not been filed as exhibits to the Registration
Statement;
(xii) The Terms Agreement (including the terms of this Agreement) and
any Delayed Delivery Contracts have been duly authorized, executed and
delivered by the Company;
(xiii) The sale of the Securities by the Company and the compliance by
the Company with all of the provisions of this Agreement, the Terms
Agreement, the Indenture, if any, described in the Terms Agreement,
the Warrant Agreement, if any, described in the Terms Agreement, any
Delayed Delivery Contracts and the Securities and the consummation of
the transactions contemplated hereby and thereby will not conflict
with or result in a breach or violation of any of the terms or
provisions of, or constitute a default under, any indenture, mortgage,
deed of trust, loan agreement or other agreement or instrument of the
Company, except for any conflict, breach, violation, or default which,
individually or in the aggregate, would not have a materially adverse
affect on the business, properties, financial position, shareholders'
equity or results of operations of the Company and its subsidiaries
taken as a whole, nor will such actions result in any violation of the
provisions of the charter or bylaws of the Company or any violation of
any statute or any order, rule or regulation known to such counsel of
any court or governmental agency or body having jurisdiction over
<PAGE>
20
the Company or any of its subsidiaries or any of their properties or
assets; and, except for the registration of the Securities under the
Securities Act, such consents, approvals, authorizations,
registrations or qualifications as may be required under the Trust
Indenture Act, the Exchange Act and applicable state or foreign
securities laws in connection with the purchase and distribution of
the Securities by the Underwriters, and the filing of a statement with
the Department of State of the Commonwealth of Pennsylvania with
respect to any shares of Preference Stock to be issued by the Company,
no consent, approval, authorization or order of, or filing (other than
filings with the Commonwealth of Pennsylvania relating to the terms of
the preferred stock), or registration with, any such court or
governmental agency or body is required for the execution, delivery
and performance of this Agreement, the Indenture, the Warrant
Agreement, if any, described in the Terms Agreement, and any Delayed
Delivery Contract, by the Company and the consummation of the
transactions contemplated hereby;
(xiv) To the best knowledge of such counsel, except as described in
the Final Prospectus, there are no legal or governmental proceedings
pending to which the Company is a party or of which any property of
the Company or any Significant Subsidiaries is the subject, the
outcome of which is likely to have a material adverse effect on the
consolidated financial position of the Company and its subsidiaries,
taken as a whole; and
(xv) The Company is not required to be registered, and is not
regulated, as an "investment company" as such term is defined under
the United States Investment Company Act of 1940.
In addition, such counsel shall state that such counsel has participated in
conferences with officers of the Company at which the Registration
Statement, the Prospectus, and related matters were discussed and although
he is not passing upon and does not assume any responsibility for, and
shall not be deemed to have independently verified, the accuracy,
completeness or fairness of the statements contained or incorporated by
reference in the Registration Statement and Prospectus (except as and to
the extent set forth in subparagraph (x) above), on the basis of the
<PAGE>
21
foregoing, no facts have come to the attention of such counsel which lead
him to believe that any of such documents when such documents become
effective or were filed with the Commission, as the case may be, contained,
in the case of a registration statement which became effective under the
Securities Act, statement of a material fact or omitted to state a material
fact required to be stated therein or necessary to make the statements
therein not misleading, or that the Prospectus, as of the date of such
opinion, contains an untrue statement of a material fact or omits to state
a material fact required to be stated therein or necessary to make the
statements therein, in light of the circumstances under which they were
made, not misleading (except that, in each case, such counsel need express
no comment with respect to the financial statements and related schedules,
other financial and statistical data included in the Registration Statement
or the Final Prospectus).
In rendering such opinion, such counsel may (i) rely as to matters of
fact upon certificates of officers of the Company and its subsidiaries and
public officials; (ii) state that his or her opinions in paragraphs (ii),
(iii), (vi), and (vii) above are subject to the effects of bankruptcy,
insolvency, fraudulent conveyance, reorganization, moratorium and other
similar laws relating to or affecting creditors' rights generally, general
equitable principles (whether considered in a proceeding in equity or at
law) and an implied covenant of good faith and fair dealing; and (3)
include such limitations and assumptions as are customarily contained in
opinions given by counsel for issuers in securities transactions;
(d) The Company shall have furnished to the Representatives
concurrently with the execution of the Terms Agreement a letter (the
"initial letter") of Ernst & Young LLP, or such other nationally recognized
independent auditors selected by the Company as its independent auditors,
addressed to the underwriters, of the type described in the American
Institute of Certified Public Accountants' Statement on Auditing Standards
No. 72 (or any successor Statement on Auditing Standards) in form and
substance reasonably satisfactory to the Underwriters confirming that they
are independent auditors within the meaning of the Securities Act and the
applicable published Rules and Regulations thereunder and stating in effect
that:
<PAGE>
22
(i) They are independent auditors with respect to the Company
within the meaning of the Securities Act and the applicable published
rules and regulations thereunder;
(ii) In their opinion, the financial statements and schedules
audited by them and included in the Prospectus contained in the
Registration Statement comply in form in all material respects with
the applicable accounting requirements of the Securities Act and the
related published Rules and Regulations;
(iii) They have made a review of any unaudited financial
statements included in the Final Prospectus in accordance with
standards established by the American Institute of Certified Public
Accountants, as indicated in their report or reports attached to the
initial letter;
(iv) On the basis of the review referred to in (iii) above and a
reading of the latest available interim financial statements of the
Company, inquiries of officials of the Company who have responsibility
for financial and accounting matters and other specified procedures,
nothing came to their attention that caused them to believe that:
A. the unaudited condensed consolidated financial
statements, if any, included in the Final Prospectus do not
comply in form in all material respects with the applicable
accounting requirements of the Securities Act and the related
published Rules and Regulations or are not in conformity with
generally accepted accounting principles applied on a basis
substantially consistent with that of the audited financial
statements included in the Final Prospectus;
B. the unaudited condensed consolidated financial
statements, if any, included in the Final Prospectus do not
comply as to form in all material respects with the applicable
accounting requirements of the Exchange Act as it applies to Form
10-Q and the related published rules and regulations;
<PAGE>
23
C. at the date of the latest available balance sheet read
by such auditors, or at a subsequent specified date not more than
three days prior to the date of such letter, there was any change
in the capital stock, any increase in short-term indebtedness or
long-term debt of the Company and consolidated subsidiaries or,
at the date of the latest available balance sheet read by such
auditors, there was any decrease in consolidated net current
assets, shareholders' equity or net assets as compared with
amounts shown on the latest balance sheet included in the
Prospectus; or
D. for the period from the date of the latest income
statement included in the Final Prospectus to the closing date of
the latest available income statement read by such auditors
there were any decreases, as compared with the corresponding
period of the latest quarterly income statement included in the
Final Prospectus, in consolidated sales and other operating
revenue or in the total or per share amounts of income before
extraordinary items or net income;
except in all cases set forth in clauses (C) and (D) above for
changes, increases or decreases which the Prospectus discloses have
occurred or may occur or which are described in such letter; and
(v) they have compared specified dollar amounts (or percentages
derived from such dollar amounts) and other financial information
contained in the Final Prospectus (in each case to the extent that
such dollar amounts, percentages and other financial information are
derived from the general accounting records of the Company and its
subsidiaries subject to the internal controls of the Company's
accounting system or are derived directly from such records by
analysis or computation) with the results obtained from inquiries, a
reading of such general accounting records and other procedures
specified in such letter and have found such dollar amounts,
percentages and other financial information to be in agreement with
such results, except as otherwise specified in such letter.
<PAGE>
24
All financial statements and schedules included in material
incorporated by reference into the Prospectus shall be deemed included in
the Prospectus for purposes of this subsection.
(e) The Company shall have furnished to the Representatives a letter
(as used in this paragraph, the "bring-down letter") of Ernst & Young LLP
or such other nationally recognized independent auditors selected by the
Company as its independent auditors, addressed to the Underwriters and
dated the Closing Date, (i) confirming that they are independent auditors
within the meaning of the Securities Act and are in compliance with the
applicable requirements relating to the qualification of accountants under
Rule 2-01 of Regulation S-X of the Commission, (ii) stating, as of the date
of the bring-down letter (or, with respect to matters involving changes or
developments since the respective dates as of which specified financial
information is given in the Final Prospectus, as of a date not more than
three days prior to the date of the bring-down letter), the conclusions and
findings of such firm with respect to the financial information and other
matters covered by the initial letter delivered to the Representatives
concurrently with the execution of the Terms Agreement and (iii) confirming
in all material respects the conclusions and findings set forth in the
initial letter;
(f) The Company shall have furnished to the Representatives a
certificate, dated the Closing Date, and on any later date, if any, on
which Option Securities are purchased, of its Chairman of the Board,
President, Senior Vice President, or Vice President and its chief financial
or accounting officer stating that to the best of their knowledge, after
reasonable investigation:
1. The representations, warranties and agreements of the Company
in this Agreement are true and correct as of such date; the Company has
complied with all its agreements contained herein; and the conditions set
forth herein have been fulfilled;
2. No stop order suspending the effectiveness of the
Registration Statement or any part thereof has been issued and no
proceedings for that purpose have been instituted or are threatened or
contemplated by the Commission; and
<PAGE>
25
3. Subsequent to the date of the most recent financial
statements in the Final Prospectus, there has been no material adverse
change in the business, properties, financial position, shareholders'
equity or results of operations of the Company and its subsidiaries, taken
as a whole, except as set forth in or contemplated by the Final Prospectus
or as described in such certificate.
(g) (i) Neither the Company nor any of its Significant Subsidiaries
shall have sustained, since the date of the latest audited financial
statements included or incorporated by reference in the Final Prospectus,
any loss or interference with its business from fire, explosion, flood or
other calamity, whether or not covered by insurance, or from any labor
dispute or court or governmental action, order or decree, otherwise than as
set forth or contemplated in the Final Prospectus or (ii) since such date
there shall not have been any change in the capital stock or long-term debt
of the Company or any of its Significant Subsidiaries (otherwise than as
set forth or contemplated in the Final Prospectus or in a supplement
thereto) or any change in or affecting, or any adverse development which
affects, the business, properties, financial position, shareholders' equity
or results of operations of the Company and its subsidiaries as a whole,
otherwise than as set forth or contemplated in the Final Prospectus or in a
supplement thereto, the effect of which, in any such case described in
clause (i) or (ii), is, in the judgment of the Representatives, to
materially impair the investment quality of the Securities being delivered
on the Closing Date on the terms and in the manner contemplated herein or
in the Final Prospectus or in a supplement thereto.
(h) Subsequent to the execution and delivery of the Terms Agreement
there shall not have occurred any of the following: (i) trading in
securities generally on the New York Stock Exchange, Inc. (the "NYSE"),
shall have been suspended or minimum prices shall have been established on
such exchange by the Commission, by such exchange or by any other
regulatory body or governmental authority having jurisdiction, (ii) a
banking moratorium shall have been declared by Federal, Pennsylvania, or
New York State authorities, (iii) the United States shall have become
engaged in hostilities, there shall have been an escalation in hostilities
involving the United States or there shall have been a declaration of a
national emergency or war by the United States or (iv) there shall have
occurred such a
<PAGE>
26
material adverse change in the general economic, political or financial
conditions (or the effect of international conditions on the financial
markets in the United States shall be such) as to make it, in the judgment
of a majority in interest of the several Underwriters, impracticable or
inadvisable to proceed with the delivery of the Securities.
(i) Subsequent to the execution and delivery of the Terms Agreement,
(i) no downgrading shall have occurred in the rating accorded the Company's
debt securities by Moody's Investor Service or Standard & Poors Corporation
and (ii) no such organization shall have publicly announced that it has
under surveillance or review, with possible negative implications, its
rating of any of the Company's debt securities.
(j) The Underwriters shall have received from counsel to the
Underwriters such opinion or opinions, dated the Closing Date, with respect
to the incorporation of the Company, the validity of the Securities, the
Registration Statement, the Final Prospectus and other related matters as
the Underwriters reasonably require, and the Company shall have furnished
to such counsel such documents as such counsel may reasonably request for
the purpose of enabling them to pass upon such matters. In rendering such
opinion, counsel to the Underwriters may rely as to all matters governed by
Pennsylvania law upon the opinion of counsel to the Company required by
Section 6(c) of this Agreement.
7. Indemnification and Contribution.
---------------------------------
(a) The Company shall indemnify and hold harmless each Underwriter,
its partners, directors, officers and employees and each person, if any,
who controls any Underwriter within the meaning of the Securities Act, from
and against any loss, claim, damage or liability, joint or several, or any
action in respect thereof (including, but not limited to, any loss, claim,
damage, liability or action relating to purchases and sales of Securities),
to which that Underwriter, partner, director, officer, employee or
controlling person may become subject, under the Securities Act or
otherwise, insofar as such loss, claim, damage, liability or action arises
out of, or is based upon, (i) any untrue statement or alleged untrue
statement of a material fact contained in the Registration Statement, any
Interim Prospectus or the Final Prospectus or in any amendment or
supplement thereto or (ii) the omission or alleged omission
<PAGE>
27
to state therein a material fact required to be stated therein or necessary
to make the statements therein not misleading, and shall reimburse each
Underwriter and each such partner, director, officer, employee or
controlling person for any legal or other expenses reasonably incurred by
that Underwriter, partner, director, officer, employee or controlling
person in connection with investigating or defending or preparing to defend
against any such loss, claim, damage, liability or action as such expenses
are incurred; provided, however, that the Company shall not be liable in
any such case to the extent that any such loss, claim, damage, liability or
action arises out of, or is based upon, any untrue statement or alleged
untrue statement or omission or alleged omission made in the Registration
Statement, any Interim Prospectus or the Final Prospectus or in any such
amendment or supplement in reliance upon and in conformity with written
information furnished to the Company through the Representatives by or on
behalf of any Underwriter (or directly by any Underwriter if there are no
Representatives) specifically for inclusion therein; and provided further,
that as to any Interim Prospectus or supplement thereto this indemnity
agreement shall not inure to the benefit of any Underwriter, its partners,
directors, officers or employees or any person controlling that Underwriter
on account of any loss, claim, damage, liability or action arising from the
sale of Securities to any person by that Underwriter if that Underwriter
failed to send or give a copy of the Final Prospectus, as the same may be
amended or supplemented, to that person within the time required by the
Securities Act, and the untrue statement or alleged untrue statement of a
material fact or omission or alleged omission to state a material fact in
such Interim Prospectus or supplement thereto was corrected in the Final
Prospectus, unless such failure resulted from non-compliance by the Company
with Section 4(c). For purposes of the second proviso to the immediately
preceding sentence, the term Final Prospectus shall not be deemed to
include the documents incorporated by reference therein, and no Underwriter
shall be obligated to send or give any supplement or amendment to any
document incorporated by reference in an Interim Prospectus or supplement
thereto or the Prospectus to any person other than a person to whom such
Underwriter has delivered such incorporated documents in response to a
written request therefor. The foregoing indemnity agreement is in addition
to any liability which the Company may otherwise have to any Underwriter or
to any
<PAGE>
28
partner, director, officer, employee or controlling person of that
Underwriter.
(b) Each Underwriter, severally and not jointly, shall indemnify and
hold harmless the Company, each of its directors (including any person who,
with his or her consent, is named in the Registration Statement as about to
become a director of the Company), each of its officers who signed the
Registration Statement, and each person, if any, who controls the Company
within the meaning of the Securities Act, from and against any loss, claim,
damage or liability, joint or several, or any action in respect thereof, to
which the Company or any such director, officer or controlling person may
become subject, under the Securities Act or otherwise, insofar as such
loss, claim, damage, liability or action arises out of, or is based upon,
(i) any untrue statement or alleged untrue statement of a material fact
contained in any Interim Prospectus, the Registration Statement or the
Final Prospectus or in any amendment or supplement thereto or (ii) the
omission or alleged omission to state therein a material fact required to
be stated therein or necessary to make the statements therein not
misleading, but in each case only to the extent that the untrue statement
or alleged untrue statement or omission or alleged omission was made in
reliance upon and in conformity with written information furnished to the
Company through the Representatives by or on behalf of that Underwriter (or
directly by that Underwriter if there are no Representatives) specifically
for inclusion therein, and shall reimburse the Company and any such
director, officer or controlling person for any legal or other expenses
reasonably incurred by the Company or any such director, officer or
controlling person in connection with investigating or defending or
preparing to defend against any such loss, claim, damage, liability or
action as such expenses are incurred. The foregoing indemnity agreement is
in addition to any liability which any Underwriter may otherwise have to
the Company or any such director, officer or controlling person.
(c) Promptly after receipt by an indemnified party under this Section
7 of notice of any claim or the commencement of any action, the indemnified
party shall, if a claim in respect thereof is to be made against the
indemnifying party under this Section 7, notify the indemnifying party in
writing of the claim or the commencement of that action; provided, however,
that the
<PAGE>
29
failure to notify the indemnifying party shall not relieve it from any
liability which it may have to an indemnified party otherwise than under
this Section 7. If any such claim or action shall be brought against an
indemnified party, and it shall notify the indemnifying party thereof, the
indemnifying party shall be entitled to participate therein and, to the
extent that it wishes, jointly with any other similarly notified
indemnifying party, to assume the defense thereof with counsel satisfactory
to the indemnified party. After notice from the indemnifying party to the
indemnified party of its election to assume the defense of such claim or
action, the indemnifying party shall not be liable to the indemnified party
under this Section 7 for any legal or other expenses subsequently incurred
by the indemnified party in connection with the defense thereof other than
reasonable costs of investigation; provided, however, that the
Representatives shall have the right to employ counsel to represent jointly
the Representatives and those other Underwriters and their respective
controlling persons who may be subject to liability arising out of any
claim in respect of which indemnity may be sought by the Underwriters
against the Company under this Section 7, if, in the reasonable judgment of
the Representatives, it is advisable for the Representatives and those
Underwriters and controlling persons to be jointly represented by separate
counsel (it being understood that the Company shall not, in connection with
any one such claim or action or separate but substantially similar or
related claims or actions in the same jurisdiction arising out of the same
allegations or circumstances, be liable for the reasonable fees and
expenses of more than one separate firm of attorneys (other than local
counsel which shall be engaged only for purposes of appearing with such
counsel in such jurisdictions in which such firm of attorneys is not
licensed to practice)), and in that event the fees and expenses of such
separate counsel shall be paid by the Company, except that the Company will
continue to be liable for the payment of expenses to the extent set forth
in Section 5. No indemnifying party shall (i) without the prior written
consent of the indemnified parties (which consent shall not be unreasonably
withheld), settle or compromise or consent to the entry of any judgment
with respect to any pending or threatened claim, action, suit or proceeding
in respect of which indemnification or contribution may be sought hereunder
(whether or not the indemnified parties are actual or potential parties to
such claim or action) unless such settlement, compromise or consent
includes an unconditional
<PAGE>
30
release of each indemnified party from all liability arising out of such
claim, action, suit or proceeding, or (ii) be liable for any settlement of
any such action effected without its written consent (which consent shall
not be unreasonably withheld), but if settled with its written consent or
if there be a final judgment of the plaintiff in any such action, the
indemnifying party agrees to indemnify and hold harmless any indemnified
party from and against any loss or liability by reason of such settlement
or judgment.
(d) If the indemnification provided for in this Section 7 shall for
any reason be unavailable to or insufficient to hold harmless an
indemnified party under Section 7(a) or 7(b) in respect of any loss, claim,
damage or liability, or any action in respect thereof, referred to therein,
then each indemnifying party shall, in lieu of indemnifying such
indemnified party, contribute to the amount paid or payable by such
indemnified party as a result of such loss, claim, damage or liability, or
action in respect thereof, (i) in such proportion as shall be appropriate
to reflect the relative benefits received by the Company on the one hand
and the Underwriters on the other from the offering of the Securities or
(ii) if the allocation provided by clause (i) above is not permitted by
applicable law or if the indemnified party failed to give the notice
required under Section 7(c), in such proportion as is appropriate to
reflect not only the relative benefits referred to in clause (i) above but
also the relative fault of the Company on the one hand and the Underwriters
on the other with respect to the statements or omissions which resulted in
such loss, claim, damage or liability, or action in respect thereof, as
well as any other relevant equitable considerations. The relative benefits
received by the Company on the one hand and the Underwriters on the other
with respect to such offering shall be deemed to be in the same proportion
as the total net proceeds from the offering of the Securities purchased
under the Terms Agreement (before deducting expenses) received by the
Company bear to the total underwriting discounts and commissions received
by the Underwriters with respect to the Securities purchased under the
Terms Agreement, in each case as set forth in the table on the cover page
of the Final Prospectus. The relative fault shall be determined by
reference to whether the untrue or alleged untrue statement of a material
fact or omission or alleged omission to state a material fact relates to
information supplied by the Company or the Underwriters, the intent of the
parties and their relative
<PAGE>
31
knowledge, access to information and opportunity to correct or prevent such
statement or omission. The Company and the Underwriters agree that it would
not be just and equitable if contributions pursuant to this Section 7(d)
were to be determined by pro rata allocation (even if the Underwriters were
treated as one entity for such purpose) or by any other method of
allocation which does not take into account the equitable considerations
referred to herein. The amount paid or payable by an indemnified party as a
result of the loss, claim, damage or liability, or action in respect
thereof, referred to above in this Section 7(d) shall be deemed to include,
for purposes of this Section 7(d), any legal or other expenses reasonably
incurred by such indemnified party in connection with investigating or
defending any such action or claim. Notwithstanding the provisions of this
Section 7(d), no Underwriter shall be required to contribute any amount in
excess of the amount by which the total price at which the Securities
underwritten by it and distributed to the public was offered to the public
exceeds the amount of any damages which such Underwriter has otherwise paid
or become liable to pay by reason of any untrue or alleged untrue statement
or omission or alleged omission. No person guilty of fraudulent
misrepresentation (within the meaning of Section 11(f) of the Securities
Act) shall be entitled to contribution from any person who was not guilty
of such fraudulent misrepresentation. The Underwriters' obligations to
contribute as provided in this Section 7(d) are several in proportion to
their respective underwriting obligations and not joint.
(e) The agreements contained in this Section 7 and the
representations, warranties and agreements of the Company in Sections 2 and
4 shall survive the delivery of the Securities and shall remain in full
force and effect, regardless of any termination or cancellation of the
Terms Agreement incorporating the terms of this Agreement or any
investigation made by or on behalf of any indemnified party.
8. Defaulting Underwriters. If any Underwriter defaults in the
performance of its obligations under a Terms Agreement, the remaining non-
defaulting Underwriters shall be obligated to purchase the Securities which the
defaulting Underwriter agreed but failed to purchase in the respective
proportions which the principal amount of Securities set opposite the name of
each remaining non-defaulting Underwriter in Schedule A to the Terms Agreement
bears to the total principal
<PAGE>
32
amount of the Securities set opposite the names of all the remaining non-
defaulting Underwriters in Schedule A to the Terms Agreement; provided, however,
that the remaining non-defaulting Underwriters shall not be obligated to
purchase any Securities on the Closing Date if the aggregate principal amount of
the Securities which the defaulting Underwriter or Underwriters agreed but
failed to purchase on such date exceeds 10% of the total principal amount of the
Securities except that the Company will continue to be liable for the payment of
expenses to the extent set forth in Section 5. If the foregoing maximum is
exceeded, the remaining non-defaulting Underwriters, or those other underwriters
satisfactory to the Representatives who so agree, shall have the right, but
shall not be obligated, to purchase, in such proportion as may be agreed upon
among them, all the Securities. If the remaining Underwriters or other
underwriters satisfactory to the Representatives do not elect to purchase the
principal amount which the defaulting Underwriter or Underwriters agreed but
failed to purchase, the Terms Agreement shall terminate without liability on the
part of any non-defaulting Underwriter or the Company except that the Company
will continue to be liable for the payment of expenses to the extent set forth
in Section 5.
Nothing contained herein shall relieve a defaulting Underwriter of any
liability it may have to the Company for damages caused by its default. If
other underwriters are obligated or agree to purchase the Securities of a
defaulting or withdrawing Underwriter, either the Representatives or the Company
may postpone the Closing Date for up to seven full business days in order to
effect any changes that in the opinion of counsel for the Company or counsel for
the Underwriters may be necessary in the Registration Statement, the Final
Prospectus or any supplement thereto or in any other document or arrangement.
9. Effective Date and Termination. The obligations of the
Underwriters under the Terms Agreement may be terminated by the Representatives
by notice given to and received by the Company prior to delivery of any payment
for the Securities if, prior to that time, any of the events described in
Sections 6(g), 6(h) or 6(i) shall have occurred.
10. Reimbursement of Underwriters' Expenses. If (a) the Company shall
fail to tender the Securities for delivery to the Underwriters for any reason
permitted under this Agreement or the Terms Agreement or (b) the Underwriters
shall decline to purchase the Securities for any reason permitted under this
Agreement or the Terms Agreement (including the termination of
<PAGE>
33
the Terms Agreement pursuant to Section 9 but excluding the termination of the
Terms Agreement pursuant to Section 8), the Company shall reimburse the
Underwriters for the reasonable fees and expenses of their counsel and for such
other out-of-pocket expenses as shall have been reasonably incurred by them in
connection with the Terms Agreement and the proposed purchase of the Securities,
and upon demand the Company shall pay the full amount thereof to the
Representatives. If the Terms Agreement is terminated pursuant to Section 8 by
reason of the default of one or more Underwriters, the Company shall not be
obligated to reimburse any Underwriter on account of those expenses.
11. Notices, etc. All statements, requests, notices and agreements
hereunder shall be in writing, and:
(a) if to the Underwriters, shall be delivered or sent by mail, telex
or facsimile transmission to their addresses furnished to the Company in
writing for the purpose of communications hereunder;
(b) if to the Company, shall be delivered or sent by mail, telex or
facsimile transmission to the address of the Company set forth in the
Registration Statement, Attention: Vice President and General Counsel;
provided, however, that any notice to an Underwriter pursuant to Section 7(c)
shall be delivered or sent by mail, telex or facsimile transmission to such
Underwriter at its address set forth in its acceptance telex to the
Representatives, which address will be supplied to any other party hereto by the
Representatives upon request. Any such statements, requests, notices or
agreements shall take effect at the time of receipt thereof.
12. Persons Entitled to Benefit of Agreement. The Terms Agreement
(including the provisions of this Agreement) shall inure to the benefit of and
be binding upon the Underwriters and the Company and their respective
successors. The Terms Agreement (including the provisions of this Agreement)
are for the sole benefit of only those persons, except that (a) the
representations, warranties, indemnities and agreements of the Company contained
in this Agreement shall also be deemed to be for the benefit of the partners,
directors, officers and employees of each Underwriter and the person or persons,
if any, who control any Underwriter within the meaning of Section 15 of the
Securities Act and (b) the indemnity agreement of the Underwriters contained in
Section 7(b) of this Agreement shall be
<PAGE>
34
deemed to be for the benefit of directors of the Company, officers of the
Company who have signed the Registration Statement and any person controlling
the Company within the meaning of Section 15 of the Securities Act. Nothing in
this Agreement is intended or shall be construed to give any person, other than
the persons referred to in this Section 12, any legal or equitable right, remedy
or claim under or in respect of this Agreement or any provision contained
herein.
13. Definition of the Terms "Business Day" and Significant
Subsidiary." For purposes of this Agreement, "business day" means any day on
which the NYSE is open for trading. "Significant Subsidiary" shall have the
meaning set forth in Rule 405 of the Rules and Regulations, but shall exclude
any subsidiary of the Company (as that term is defined in Rule 405 of the Rules
and Regulations), the major part of the business of which consists of finance,
banking, credit, leasing, real estate, financial services or other similar
services or coal operations or any combination thereof.
14. Governing Law. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED
IN ACCORDANCE WITH THE LAWS OF NEW YORK.
15. Counterparts. The Terms Agreement may be executed in one or more
counterparts and, if executed in more than one counterpart, the executed
counterparts shall each be deemed to be an original but all such counterparts
shall together constitute one and the same instrument.
16. Headings. The headings herein are inserted for convenience of
reference only and are not intended to be part of, or to affect the meaning or
interpretation of, this Agreement.
<PAGE>
ANNEX I
(Three copies of this Delayed Delivery Contract should be signed and returned to
the address shown below so as to arrive not later than 9:00 A.M., New York time,
on _______________ __, 19__*.)
DELAYED DELIVERY CONTRACT
-------------------------
[Insert date of
initial public
offering]
SUNOCO, INC.
c/o [Name and address
of Underwriter[s]]
Gentlemen:
The undersigned hereby agrees to purchase from SUNOCO, INC., a
Pennsylvania corporation ("Company"), and the Company agrees to sell to the
undersigned, [If one delayed closing, insert---as of the date hereof, for
------------------------------
delivery on __________________, 19__ ("Delivery Date"),]
[$] _______________________________
principal amount of the Company's [Insert title of Debt Securities] (the "Debt
-------------------------------
Securities"), ____ shares of the Company's [insert title of Equity Securities]
(the "Equity Securities") and [insert number and title of Warrants] to purchase
[$]_______ principal amount of debt securities or [number] of [title of Equity
Securities] (the "Warrants" and together with the Debt Securities and the Equity
Securities, the "Securities") offered by the Company's Prospectus dated
__________________, 19__ and a Prospectus Supplement dated _________, 19__,
relating thereto, receipt of copies of which is hereby acknowledged, at __% of
the principal amount of the Debt Securities plus accrued interest from
__________________, 19__, if any, at $_____ per share of Equity Security, and at
$____ per Warrant; and on the further terms and conditions set forth in this
Delayed Delivery Contract ("Contract").
[If two or more delayed closings, insert the following:
-----------------------------------------------------
_____________________
*/ Insert date which is third full business day prior to Closing Date under the
Terms Agreement.
A-I-1
<PAGE>
2
The undersigned will purchase from the Company as of the date hereof,
for delivery on the dates set forth below, Securities in the amounts set forth
below:
<TABLE>
<CAPTION>
Principal Amount Number of Shares
of of Number
Delivery Date Debt Securities Equity Securities of warrants
------------- --------------- ----------------- -----------
<S> <C> <C> <C>
___________________ [$]___________________ ___________________ ___________________
___________________ [$]___________________ ___________________ ___________________
</TABLE>
Each of such delivery dates is hereinafter referred to as a Delivery Date.]
Payment for the Securities that the undersigned has agreed to purchase
for delivery on---the--each--Delivery Date shall be made to the Company or its
order by certified or official bank check or by wire transfer in Federal(same
day) funds at the office of _____________________ at _________ __.M. on-- the--
such--Delivery Date upon delivery to the undersigned of the Securities to be
purchased by the undersigned---for delivery on such Delivery Date--in definitive
fully registered form and in such denominations and amounts and registered in
such names as the undersigned may designate by written or telegraphic
communication addressed to the Company not less than five full business days
prior to--the---such--Delivery Date.
It is expressly agreed that the provisions for delayed delivery and
payment are for the sole convenience of the undersigned; that the purchase
hereunder of Securities is to be regarded in all respects as a purchase as of
the date of this Contract; that the obligation of the Company to make delivery
of and accept payment for, and the obligation of the undersigned to take
delivery of and make payment for, Securities on--the--each--Delivery Date shall
be subject only to the conditions that (1) investment in the Securities shall
not at--the--such--Delivery Date be prohibited under the laws of any
jurisdiction in the United States to which the undersigned is subject and (2)
the Company shall have sold to the Underwriters the total principal amount of
the Securities, number of shares of Equity Securities and number of Warrants
less the principal amount and number thereof covered by this and other similar
Contracts. The undersigned represents that its investment in the Securities is
not, as of the date hereof, prohibited under the laws of any jurisdiction to
which the undersigned is subject and which governs such investment.
A-I-2
<PAGE>
3
Promptly after completion of the sale to the Underwriters the Company
will mail or deliver to the undersigned at its address set forth below, notice
to such effect, accompanied by a copy of the opinion of counsel for the Company
delivered to the Underwriters in connection therewith.
This Contract will inure to the benefit of and be binding upon the
parties hereto and their respective successors, but will not be assignable by
either party hereto without the written consent of the other.
It is understood that the acceptance of any such Contract is in the
Company's sole discretion and, without limiting the foregoing, need not be on a
first-come, first-served basis. If this Contract is acceptable to the Company,
it is requested that the Company sign the form of acceptance below and mail or
deliver one of the counterparts hereof to the undersigned at its address set
forth below. This will become a binding contract between the Company and the
undersigned when such counterpart is so mailed or delivered.
Yours very truly,
_________________________________________________________
(Name of Purchaser)
By ______________________________________________________
(Title of Signatory)
______________________________________________________
______________________________________________________
(Address of Purchaser)
Accepted, as of the above date,
SUNOCO, INC.
By ______________________________________
Name:
Title:
A-I-3
<PAGE>
ANNEX II (A)
SUNOCO, INC.
("Company")
Debt Securities
TERMS AGREEMENT
---------------
,19__
Sunoco, Inc.
1801 Market Street
Philadelphia, PA 19103-1699
Attention:
Dear Sirs:
[On behalf of the several Underwriters named in Schedule A hereto and
for their respective accounts, we] [We] offer to purchase, on and subject to the
terms and conditions of the Underwriting Agreement filed as an exhibit to the
Company's registration statement on Form S-3 (No. 33-53717) ("Underwriting
Agreement"), the following securities ("Securities") to be issued under an
indenture, dated ________, 19__, between the Company and _______________, as
Trustee, on the following terms:
Title: [ %] [Floating Rate] [Senior] [Subordinated] [Notes] [Debentures]
-----
Due ___
Principal Amount: [$]
----------------
Interest: [ % per annum, from , 19 , payable semiannually on
--------
and commencing , 19 , to holders of record on the preceding
or , as the case may be.]
Maturity: , 19 .
--------
Optional Redemption:
-------------------
Sinking Fund:
------------
Period Designated Pursuant to Section 4(g) of the Underwriting Agreement:
------------------------------------------------------------------------
___ years.
Period Designated Pursuant to Section 4(i) of the Underwriting Agreement:
------------------------------------------------------------------------
__ days.
A-II-1
<PAGE>
[Conversion Provisions]:
---------------------
[Other Terms]
Delayed Delivery contracts: [None.] [Delivery Date[s] shall be
--------------------------
, 19 . Underwriters' fee is % of the principal amount of the Contract
Securities.]
Purchase Price: % of principal amount, plus accrued interest [, if any,]
--------------
from ___________, 19__.
Expected Reoffering Price: % of principal amount, subject to change by
-------------------------
the undersigned.
Closing Date: A.M. on , 19 , at
------------
_____________________ in Federal (same-day) funds.
[Name[s] and Address[es] of Representative[s]:]
--------------------------------------------
The respective principal amounts of the Securities to be purchased by each of
the Underwriters are set forth opposite their names in Schedule A hereto.
[If appropriate, insert--It is understood that we may, with your
----------------------
consent, amend this offer to add additional Underwriters and reduce the
aggregate principal amount to be purchased by the Underwriters listed in
Schedule A hereto by the aggregate principal amount to be purchased by such
additional Underwriters.]
The provisions of the Underwriting Agreement are incorporated herein
by reference [If appropriate, insert--, except that the obligations and
----------------------
agreements set forth in Section 8 ("Defaulting Underwriters") of the
Underwriting Agreement shall not apply to the obligations of the Underwriters to
purchase the above Securities].
The Securities will be made available for checking and packaging at
the office of _______________ at least 24 hours prior to the Closing Date.
A-II-2
<PAGE>
[Please signify your acceptance of our offer by signing the enclosed
response to us in the space provided and returning it to us.]
A-II-3
<PAGE>
[Please signify your acceptance of the foregoing by return wire not
later than P.M. today.]
Very truly yours,
[Insert name(s) of Representatives
or Underwriters] [On behalf of-- themselves--itself---and as
Representative[s] of the Several]
[As] Underwriters[s]
[By [Name of Representative]]
By______________________________
Name:
Title:
A-II-4
<PAGE>
SCHEDULE A
Principal
Underwriter Amount
----------- ------
---------
Total.............................. [$]
=========
SCHA-1
<PAGE>
To: [Insert name(s) of Representatives
or Underwriters]
As [Representative[s] of the Several]
Underwriter[s],
[c/o [Name of Representative]]
We accept the offer contained in your [letter] [wire], dated
, 19 , relating to [$]__________ principal amount of our [Insert title of
---------------
Securities]. We also confirm that, to the best of our knowledge after
----------
reasonable investigation, the representations and warranties of the
undersigned in the Underwriting Agreement filed as an exhibit to the
undersigned's registration statement on Form S-3 (No. 33-_____) ("Underwriting
Agreement") are true and correct, no stop order suspending the effectiveness
of the Registration Statement (as defined in the Underwriting Agreement) or of
any part thereof has been issued and no proceedings for that purpose have been
instituted or, to the knowledge of the undersigned, are contemplated by the
Securities and Exchange Commission and, subsequent to the respective dates of
the most recent financial statements in the Final Prospectus (as defined in
the Underwriting Agreement), there has been (or in the case of a form of
prospectus filed pursuant to Rule 424(b)(1) or (4) there will be, as of the
date of such prospectus) no material adverse change in the financial position
or results of operations of the undersigned and its subsidiaries except as set
forth in or contemplated by the Final Prospectus.
Very truly yours,
SUNOCO, INC.
By________________________________
Name:
Title:
A-II-1A
<PAGE>
ANNEX II (B)
SUNOCO, INC.
("Company")
Equity Securities
TERMS AGREEMENT
---------------
,19__
Sunoco, Inc.
1801 Market Street
Philadelphia, PA 19103
Attention:
Dear Sirs:
[On behalf of the several Underwriters named in Schedule A hereto
and for their respective accounts, we] [We] offer to purchase, on and subject
to the terms and conditions of the Underwriting Agreement filed as an exhibit
to the Company's registration statement on Form S-3 (No. 33-___)
("Underwriting Agreement"), the following securities ("Securities") on the
following terms:
Title: [Common Stock] [Preference Stock, Series ______]
-----
Number of Shares to be issued: [______ shares]
-----------------------------
[For Preference Stock:
Voting Rights:
-------------
Preferred Stock Dividends: [cash dividends of $ to $ per share
-------------------------
payable quarterly in arrears on _____ __, ______ __, _______ __ and _______
__.]
Optional Redemption:
-------------------
Mandatory Redemption/Sinking Fund:
---------------------------------
Liquidation Preference: [$ per share plus ].
----------------------
Name of Exchange or Market: [New York Stock Exchange] [Nasdaq National
--------------------------
Market] [American Stock Exchange]
Period Designated Pursuant to Section 4(g) of the Underwriting Agreement:
------------------------------------------------------------------------
___ years.
A-II-1B
<PAGE>
Period Designated Pursuant to Section 4(i) of the Underwriting Agreement:
------------------------------------------------------------------------
___ days.
[Conversion Provisions]:
---------------------
[Other Terms]
Price to Public: $________ per share
---------------
Underwriting Discounts and Commission:
-------------------------------------
Proceeds to Company:
-------------------
Over-Allotment Option:
---------------------
Closing Date: A.M. on , 19 , at _____________________ in
------------
New York Federal (same-day) funds.
Name of Transfer Agent and Registrar:
------------------------------------
[Name[s] and Address[es] of Representative[s]:]]
---------------------------------------------
[For Common Stock:
Name of Exchange or Market: [New York Stock Exchange] [Nasdaq National
--------------------------
Market] [American Stock Exchange]
Period Designated Pursuant to Section 4(g) of the Underwriting Agreement:
------------------------------------------------------------------------
___ years. Period Designated Pursuant to Section 4(i) of the Underwriting
--------------------------------------------------------------
Agreement: ___ days.
---------
[Other Terms]
Price to Public: $______________ per share
---------------
Underwriting Discounts and Commission:
-------------------------------------
Proceeds to Company:
-------------------
Over-Allotment Option:
---------------------
Closing Date: A.M. on , 19 , at _____________________ in
------------
New York [Clearing House (next day)] [Federal (same-day)] funds.
Name of Transfer Agent and Registrar:
------------------------------------
[Name[s] and Address[es] of Representative[s]:]]
---------------------------------------------
A-II-2B
<PAGE>
The respective shares of the Securities to be purchased by each of the
Underwriters are set forth opposite their names in Schedule A hereto.
[If appropriate, insert--It is understood that we may, with your consent,
----------------------
amend this offer to add additional Underwriters and reduce the number of
shares to be purchased by the Underwriters listed in Schedule A hereto by the
number of shares to be purchased by such additional Underwriters.]
The provisions of the Underwriting Agreement are incorporated herein
by reference [If appropriate, insert--, except that the obligations and
----------------------
agreements set forth in Section 8 ("Defaulting Underwriters") of the
Underwriting Agreement shall not apply to the obligations of the Underwriters
to purchase the above Securities].
The Securities will be made available for checking and packaging at
the office of at least 24 hours prior to the Closing Date.
[Please signify your acceptance of our offer by signing the enclosed
response to us in the space provided and returning it to us.]
[Please signify your acceptance of the foregoing by return wire not
later than P.M. today.]
Very truly yours,
[Insert name(s) of Representatives
or Underwriters] [On behalf of-- themselves--itself---and as
Representative[s] of the Several]
[As] Underwriters[s]
[By [Name of Representative]]
By______________________________
Name:
Title:
A-II-3B
<PAGE>
SCHEDULE A
Number of
Underwriter Shares
----------- ------
----------
Total............................... [$]
==========
A-II-1B
<PAGE>
To: [Insert name(s) of Representatives
or Underwriters]
As [Representative[s] of the Several]
Underwriter[s],
[c/o [Name of Representative]]
We accept the offer contained in your [letter] [wire], dated
, 19 , relating to _______________ of our [Insert title of Securities] (the
--------------------------
"Terms Agreement"). We also confirm that, to the best of our knowledge after
reasonable investigation, the representations and warranties of the
undersigned in the Underwriting Agreement filed as an exhibit to the
undersigned's registration statement on Form S-3 (No. 33-_____) (together with
the Terms Agreement, the "Underwriting Agreement") are true and correct, no
stop order suspending the effectiveness of the Registration Statement (as
defined in the Underwriting Agreement) or of any part thereof has been issued
and no proceedings for that purpose have been instituted or, to the knowledge
of the undersigned, are contemplated by the Securities and Exchange Commission
and, subsequent to the respective dates of the most recent financial
statements in the Final Prospectus (as defined in the Underwriting Agreement),
there has been (or in the case of a form of prospectus filed pursuant to Rule
424(b)(1) or (4) there will be, as of the date of such prospectus) no material
adverse change in the financial position or results of operations of the
undersigned and its subsidiaries except as set forth in or contemplated by the
Final Prospectus.
Very truly yours,
SUNOCO, INC.
By________________________________
Name:
Title:
A-II-1BB
<PAGE>
ANNEX II (C)
SUNOCO, INC.
("Company")
Warrants
TERMS AGREEMENT
---------------
,19__
Sunoco, Inc.
1801 Market Street
Philadelphia, PA 19103
Attention:
Dear Sirs:
[On behalf of the several Underwriters named in Schedule A hereto
and for their respective accounts, we] [We] offer to purchase, on and subject
to the terms and conditions of the Underwriting Agreement filed as an exhibit
to the Company's registration statement on Form S-3 (No. 33-___)
("Underwriting Agreement"), the number of Warrants ("Warrants") to purchase
[$_________ aggregate [principal amount of the Company's Debt Securities]
[_______ shares of the Company's Preference Stock] [________ shares of the
Company's Common Stock] ("Warrant Securities") set forth opposite their names
in Schedule A hereto at a purchase price of $_____ per Warrant. The Warrant
shall have the following terms:
Title: Warrants
-----
Number of Warrants to be issued: [______ Warrants]
-------------------------------
Title of Warrant Agreement:
--------------------------
Warrant Agent:
-------------
Title of Warrant Securities:
---------------------------
Exercise Price:
--------------
Expiration Date:
---------------
Currency:
--------
Currency of Warrant Securities:
------------------------------
Maturity of Warrant Securities:
------------------------------
A-II-1C
<PAGE>
Principal Amount (Number) of Warrant Securities:
-----------------------------------------------
Interest Rate of Warrant Securities:
-----------------------------------
Interest Payment Dates of Warrant Securities:
--------------------------------------------
Redemption Provisions of Warrant Securities:
-------------------------------------------
Listing Requirement:
-------------------
Additional Terms of Warrants and Warrant Securities:
---------------------------------------------------
Period Designated Pursuant to Section 4(g) of the Underwriting Agreement:
------------------------------------------------------------------------
____ years.
Period Designated Pursuant to Section 4(i) of the Underwriting Agreement:
------------------------------------------------------------------------
____ days.
Price to Public: $________ per Warrant
---------------
Underwriting Discounts and Commission:
-------------------------------------
Proceeds to Company:
-------------------
Over-Allotment Option:
---------------------
Closing Date: A.M. on , 19 , at _______ in New York Federal
------------
(same-day) funds.
[Name[s] and Address[es] of Representative[s]:]]
--------------------------------------------
[If appropriate, insert -- It is understood that we may, without your
consent, amend this offer to add additional Underwriters and reduce the
number of Warrants to be purchased by the Underwriters listed in Schedule
A hereto by the number of shares to be purchased by such additional
Underwriters.]
The provisions of the underwriting Agreement are incorporated herein
by reference (If appropriate, insert--, except that the obligations and
----------------------
agreements set forth in Section 8 ("Defaulting Underwriters") of the
agreements set forth in Section 8 ("Defaulting Underwriters") of the
Underwriting Agreement shall not apply to the obligations of the Underwriters
to purchase the Warrants].
A-II-2C
<PAGE>
The Warrants will be made available for checking and packaging at
the office of at least 24 hours prior to the Closing Date.
[Please signify your acceptance of our offer by signing the enclosed
response to us in the space provided and returning it to us.]
[Please signify your acceptance of the foregoing by return wire not
later than P.M. today.]
Very truly yours,
[Insert name(s) of Representatives
or Underwriters] [On behalf of--themselves--itself--and as
Representative[s] of the Several]
[Aa] Underwriters[s]
By: ______________________
Name:
Title:
A-II-3C
<PAGE>
SCHEDULE A
Number of
Underwriter Shares
----------- ------
----------
Total.................................. [$]
==========
SCHA-1C
<PAGE>
To: [Insert name(s) of Representatives
or Underwriters]
As [Representative[s] of the Several]
Underwriter[s],
[c/o [Name of Representative]]
We accept the offer contained in your [letter] [wire], dated
, 19 , relating to ____________ of our [Insert title of Securities] (the
--------------------------
"Terms Agreement"). We also confirm that, to the best of our knowledge after
reasonable investigation, the representations and warranties of the
undersigned in the Underwriting Agreement Basic Provisions filed as an exhibit
to the undersigned's registration statement on Form S-3 (No. 33-_____)
(together with the Terms Agreement, the "Underwriting Agreement") are true and
correct, no stop order suspending the effectiveness of the Registration
Statement (as defined in the Underwriting Agreement) or of any part thereof
has been issued and no proceedings for that purpose have been instituted or,
to the knowledge of the undersigned, are contemplated by the Securities and
Exchange Commission and, subsequent to the respective dates of the most recent
financial statements in the Prospectus (as defined in the Underwriting
Agreement), there has been (or in the case of a form of prospectus filed
pursuant to Rule 424(b)(1) or (4) there will be, as of the date of such
prospectus) no material adverse change in the financial position or results of
operations of the undersigned and its subsidiaries except as set forth in or
contemplated by the Prospectus.
Very truly yours,
SUNOCO, INC.
By________________________________
Name:
Title:
A-II-1CC
<PAGE>
EXHIBIT 12
STATEMENT RE COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES (a)
Sunoco, Inc. and Subsidiaries
<TABLE>
<CAPTION>
(Millions of Dollars Except Ratio)
- ----------------------------------------------------------------------
For the Six
Months Ended
June 30, 1999
---------------
(UNAUDITED)
<S> <C>
Fixed Charges:
Consolidated interest cost and debt expense $ 40
Interest allocable to rental expense(b) 19
-----
Total $ 59
=====
Earnings:
Consolidated income before income tax expense $ 68
Proportionate share of income tax expense of
50 percent owned but not controlled affiliated
companies 3
Equity in income of less than 50 percent owned
affiliated companies (5)
Dividends received from less than 50 percent
owned affiliated companies 3
Fixed charges 59
Interest capitalized (1)
Amortization of previously capitalized interest 1
-----
Total $ 128
=====
Ratio of Earnings to Fixed Charges 2.17
=====
</TABLE>
________________
(a) The consolidated financial statements of Sunoco, Inc. and subsidiaries
contain the accounts of all subsidiaries that are controlled (generally more
than 50 percent owned) except for Radnor Corporation, the Company's wholly
owned real estate development subsidiary, which is accounted for as an
investment held for sale. Affiliated companies over which the Company has
the ability to exercise significant influence but that are not controlled
(generally 20 to 50 percent owned) are accounted for by the equity method.
(b) Represents one-third of total operating lease rental expense which is that
portion deemed to be interest.
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<MULTIPLIER> 1,000,000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1999
<PERIOD-START> JAN-01-1999
<PERIOD-END> JUN-30-1999
<CASH> 24
<SECURITIES> 0
<RECEIVABLES> 625
<ALLOWANCES> 9
<INVENTORY> 445
<CURRENT-ASSETS> 1,203
<PP&E> 6,243
<DEPRECIATION> 2,925
<TOTAL-ASSETS> 4,831
<CURRENT-LIABILITIES> 1,412
<BONDS> 823
132
0
<COMMON> 0
<OTHER-SE> 1,386
<TOTAL-LIABILITY-AND-EQUITY> 4,831
<SALES> 4,210
<TOTAL-REVENUES> 4,306
<CGS> 3,758
<TOTAL-COSTS> 3,758
<OTHER-EXPENSES> 173
<LOSS-PROVISION> 1
<INTEREST-EXPENSE> 40
<INCOME-PRETAX> 68
<INCOME-TAX> 23
<INCOME-CONTINUING> 45
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 45
<EPS-BASIC> 0.50
<EPS-DILUTED> 0.49
</TABLE>
