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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report: August 18, 1999
SUNOCO, INC.
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(Exact name of registrant as specified in its charter)
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<S> <C> <C>
Pennsylvania 1-6841 23-1743282
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(State or other (Commission (IRS employer
jurisdiction of file number) identification
incorporation) number)
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Ten Penn Center, 1801 Market Street, Philadelphia, PA 19103-1699
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(Address of principal executive offices) (Zip Code)
(215) 977-3000
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(Registrant's telephone number, including area code)
1
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Item 5. Other Events.
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On this Current Report on Form 8-K, the Registrant is filing with the
Securities and Exchange Commission certain exhibits that are to be incorporated
by reference into its Registration Statement on Form S-3 (Registration No. 33-
53717).
Item 7. Financial Statements, Pro Forma Financial Information and
Exhibits.
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(c) Exhibits
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4 Form of Note.
5 Opinion of Ann C. Mule', General Attorney and
Corporate Secretary of Sunoco, Inc.
23.1 Consent of independent auditors.
23.2 Consent of counsel (included in Exhibit 5).
2
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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
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Joseph P. Krott
Comptroller
(Principal Accounting Officer)
DATE August 17, 1999
3
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EXHIBIT INDEX
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Exhibit
Number Exhibit
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4 Form of Note.
5 Opinion of Ann C. Mule', General Attorney and
Corporate Secretary of Sunoco, Inc.
23.1 Consent of independent auditors.
23.2 Consent of counsel (included in Exhibit 5).
4
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Exhibit 4
[FORM OF NOTE]
UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY ("DTC") TO SUNOCO, INC. OR ITS AGENT FOR REGISTRATION
OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN
THE NAME OF CEDE & CO. OR IN SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC (AND ANY PAYMENT HEREON IS MADE TO CEDE & CO. OR TO SUCH
OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY
TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON
IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST
HEREIN.
SUNOCO, INC. CUSIP NO: 86764PAA7
$200,000,000
7 3/4% NOTES DUE SEPTEMBER 1, 2009
No.: ______
SUNOCO, INC. a Pennsylvania corporation (herein called the "Company",
which term includes any successor Person under the Indenture hereinafter
referred to), for value received, hereby promises to pay to the registered
holder upon surrender hereof, the principal sum indicated on Schedule A hereto
on September 1, 2009 (the "Stated Maturity"), and to pay interest thereon as
follows: the Interest Payment Dates shall be March 1 and September 1 of each
year; interest shall be payable from and including August 20, 1999 or from and
including the most recent Interest Payment Date to which interest has been paid
or duly provided for, as the case may be, to but excluding the applicable
Interest Payment Date in each year, commencing on March 1, 2000, at the rate
of 7 3/4% per annum (calculated on the basis of a 360-day year of twelve 30-day
months), until the principal hereof is paid or made available for payment,
provided, however, that the interest payable hereon on the Stated Maturity will
be the interest accrued from and including such dates to and including such
Stated Maturity. Interest so payable on any Interest Payment Date will be paid
to the registered holder of this Security on each such Interest Payment Date or,
if such Interest Payment Date is not a Business Day, on the Business Day next
succeeding such Interest Payment Date.
Payment of the principal of and any premium and interest on this
Security will be made at the Corporate Trust Office of Citibank, N.A. in New
York, New York, which has been initially designated as Paying Agent, in such
coin or currency of the United States of America as at the time of payment is
legal tender for payment of public and private debts.
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2
Unless the certificate of authentication hereon has been executed by
the Trustee referred to on the reverse hereof by manual or facsimile signature,
this Security shall not be entitled to any benefit under the Indenture or be
valid or obligatory for any purpose.
Reference is made to the further provisions of this Security set forth
on the reverse hereof. Such further provisions shall for all purposes have the
same effect as though fully set forth at this place.
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3
IN WITNESS WHEREOF, the Company has caused this instrument to be
signed manually or by facsimile.
Dated: August , 1999
SUNOCO, INC.
By:
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Name:
Title:
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4
CERTIFICATE OF AUTHENTICATION
This is one of the series of Debt Securities referred to in the within
mentioned Indenture.
CITIBANK, N.A.
as Trustee
By:
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Authorized Signatory
Title:
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[FORM OF REVERSE OF GLOBAL SECURITY]
This 7 3/4% Note due September 1, 2009 is one of a duly authorized
issue of debt securities of the Company (herein called the "Securities") issued
and to be issued in one or more series under an Indenture dated as of May 15,
1994 (the "Indenture") between the Company and Citibank, N.A., as trustee
(herein called the "Trustee", which term includes any successor trustee under
the Indenture), and reference is hereby made to the Indenture for a statement of
the respective rights, limitations of rights, duties and immunities thereunder
of the Company, the Trustee and the Holders of the Securities and of the terms
upon which the Securities are, and are to be, authenticated and delivered. This
Security is one of the series designated on the face hereof, initially limited
in aggregate principal amount to $200,000,000. The Securities of this series
are issuable only as Registered Securities, without coupons, in denominations of
$1,000 and integral multiples thereof. All terms used but not defined in this
Security shall have the meanings assigned to them in the Indenture.
The Securities of this series will constitute senior, unsecured
general obligations of the Company, ranking equally with other unsecured,
unsubordinated indebtedness of the Company.
The Securities will be redeemable in whole or in part, at the
Company's option at any time, at a redemption price equal to the greater of (1)
100% of the principal amount of such Securities to be redeemed or (2) the sum of
the present values of the Remaining Scheduled Payments on such Securities,
discounted to the redemption date on a semiannual basis (assuming a 360-day year
consisting of twelve 30-day months) at the Treasury Rate plus 25 basis points
plus accrued interest on the principal amount being redeemed to the redemption
date.
"Treasury Rate" means, with respect to any redemption date, the rate
per annum equal to the semiannual equivalent yield to maturity of the Comparable
Treasury Issue, assuming a price for the Comparable Treasury Issue (expressed as
a percentage of its principal amount) equal to the Comparable Treasury Price for
such redemption date.
"Comparable Treasury Issue" means the United States Treasury security
selected by an Independent Investment Banker as having a maturity comparable to
the remaining term of the Securities to be redeemed that would be used, at the
time of selection and in accordance with customary financial practice, in
pricing new issues of corporate debt securities of comparable maturity to the
remaining term of such Securities.
"Independent Investment Banker" means one of the Reference Treasury
Dealers appointed by the Trustee after consultation with the Company.
"Comparable Treasury Price" means, with respect to any redemption
date, (i) the arithmetic average of the bid and asked prices for the Comparable
Treasury Issue (expressed in each case as a percentage of its principal amount)
on the third business day before such redemption date, as published in the daily
statistical release (or any successor release) by the Federal Reserve Bank of
New York and designated "Composite 3:30 p.m. Quotations for U.S. Government
Securities" or (ii) if such release (or any successor release) is not available
or does
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2
not contain such prices on such business day, the arithmetic average of the
Reference Treasury Dealer Quotations for such redemption date.
"Reference Treasury Dealer" means Credit Suisse First Boston
Corporation and its successors; provided, however, that if Credit Suisse First
Boston Corporation ceases to be a primary U.S. Government securities dealer in
New York City (a "Primary Treasury Dealer"), the Company shall substitute
therefor another Primary Treasury Dealer.
"Reference Treasury Dealer Quotations" means, with respect to each
Reference Treasury Dealer and any redemption date, the arithmetic average, as
determined by the Trustee, of the bid and asked prices for the Comparable
Treasury Issue (expressed in each case as a percentage of its principal amount)
quoted in writing to the Trustee by such Reference Treasury Dealer by 5:00 p.m.
on the third business day before such redemption date.
"Remaining Scheduled Payments" means, the remaining scheduled payments
of the principal of the Securities to be redeemed and interest thereon that
would be due after the related redemption date but for such redemption,
provided, however, that, if such redemption date is not an interest payment
date, the amount of the next succeeding scheduled interest payment thereon will
be reduced by the amount of interest accrued thereon to such redemption date.
Notice of any redemption will be mailed at least 30 days but not more
than 60 days before the redemption date to each holder of Securities to be
redeemed.
Unless the Company defaults in payment of the redemption price, on and
after the redemption date interest will cease to accrue on the Securities or
portions thereof called for redemption.
The Company may, without the consent of the holders of the Securities,
create and issue securities ranking equally with the Securities in all respects
so that such additional securities shall be consolidated and form a single
series with the Securities and shall have the same terms as to status,
redemption or otherwise as such Securities. No additional securities may be
issued if an Event of Default has occurred with respect to the Securities.
The Securities of this series will be construed in accordance with and
governed by the laws of the State of New York.
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3
SCHEDULE A
SCHEDULE OF PRINCIPAL AMOUNT
The initial principal amount at maturity of this Security shall be
$200,000,000. The following decreases/increases in the principal amount at
maturity of this Security have been made:
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Total Principal
Amount at
Decrease in Increase in Maturity Notation Made
Date of Principal Principal Following by or on
Decrease/ Amount at Amount at Decrease/ Behalf of
Increase Maturity Maturity Increase Trustee
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Exhibit 5
Ann C. Mule'
General Attorney and
Corporate Secretary
SUNOCO LOGO
Sunoco, Inc.
Ten Penn Center
1801 Market Street
Philadelphia, PA 19103
August 17, 1999
Sunoco, Inc.
Ten Penn Center
1801 Market Street
Philadelphia, PA 19103-1699
Ladies and Gentlemen:
As General Attorney and Corporate Secretary of Sunoco, Inc., a Pennsylvania
corporation (the "Company"), I have been asked to deliver this opinion in
connection with the issuance and sale of $200,000,000 aggregate principal amount
of the Company's 7 3/4% Notes due September 1, 2009 (the "Debt Securities"). I
or members of my staff have examined the Company's Articles of Incorporation and
Bylaws, both as presently in effect; the form of Indenture dated as of May 15,
1994 (the "Indenture") between the Company and Citibank, N.A.; and a resolution
of the Company's Board of Directors relating to the issuance, delivery and
registration of the Debt Securities. In connection with the opinions set forth
below, I or members of my staff have also examined, and have relied as to
matters of fact upon, originals or copies, certified or otherwise identified to
our satisfaction, of such corporate records, agreements, documents and other
instruments and such certificates or comparable documents of public officials
and of officers and representatives of the Company, and have made such other and
further investigations as we have deemed relevant and necessary as a basis for
such opinions.
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Sunoco, Inc.
August 17, 1999
Page Two
Based on the foregoing and subject to the qualifications and limitations
stated herein, it is my opinion that:
1. The Company has been duly incorporated and is in good standing under the
laws of the Commonwealth of Pennsylvania;
2. The Indenture has been duly and validly authorized and constitutes a valid
and binding agreement of the Company, enforceable against it in accordance with
its terms; and
3. The Debt Securities have been duly and validly authorized and, when
executed, authenticated, delivered and issued in accordance with the provisions
of the Indenture, the Debt Securities will constitute validly issued and legally
binding obligations of the Company, enforceable against it in accordance with
their terms.
The opinions expressed in numbered paragraphs 2 and 3 above are subject to the
effects of bankruptcy, insolvency, fraudulent conveyance, reorganization,
moratorium and other similar laws relating to or affecting creditors' rights
generally, by general equitable principles (regardless of whether considered in
equity or at law) and an implied covenant of good faith and fair dealing.
I hereby consent to the filing of this opinion as an exhibit to this Current
Report on Form 8-K to be incorporated by reference in the Registration Statement
on Form S-3 (Registration No. 33-53717) of Sunoco, Inc., and to the use of my
name under the caption "Legal Opinions" in the Prospectus related to such
Registration Statement.
Very truly yours,
/s/ ANN C. MULE'
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Ann C. Mule'
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EXHIBIT 23.1
CONSENT OF INDEPENDENT AUDITORS
We consent to the reference to our firm under the caption "Experts" in the
Registration Statement (Form S-3 No. 33-53717) and the related Prospectus of
Sunoco, Inc. for the registration of $700,000,000 in debt securities, common
stock, preferred stock, and warrants.
/s/ ERNST & YOUNG LLP
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Ernst & Young LLP
Philadelphia, Pennsylvania
August 17, 1999
