0000950109-01-503770.txt : 20011009
0000950109-01-503770.hdr.sgml : 20011009
ACCESSION NUMBER: 0000950109-01-503770
CONFORMED SUBMISSION TYPE: 8-A12B/A
PUBLIC DOCUMENT COUNT: 2
FILED AS OF DATE: 20010925
FILER:
COMPANY DATA:
COMPANY CONFORMED NAME: SUNOCO INC
CENTRAL INDEX KEY: 0000095304
STANDARD INDUSTRIAL CLASSIFICATION: PETROLEUM REFINING [2911]
IRS NUMBER: 231743282
STATE OF INCORPORATION: PA
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 8-A12B/A
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-06841
FILM NUMBER: 1744045
BUSINESS ADDRESS:
STREET 1: TEN PENN CENTER
STREET 2: 1801 MARKET ST
CITY: PHILADELPHIA
STATE: PA
ZIP: 19103-1699
BUSINESS PHONE: 2159773000
FORMER COMPANY:
FORMER CONFORMED NAME: SUN CO INC
DATE OF NAME CHANGE: 19920703
FORMER COMPANY:
FORMER CONFORMED NAME: SUN OIL CO
DATE OF NAME CHANGE: 19760608
8-A12B/A
1
d8a12ba.txt
SUNOCO, INC FORM 8-A/A AMENDMENT NO. 3
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 8-A/A
AMENDMENT NO. 3
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
SUNOCO, INC.
---------------------------------------------------------------
(Exact name of registrant as specified in its charter)
Pennsylvania 23-1743282
----------------------------------- -------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
TEN PENN CENTER, 1801 MARKET STREET, PHILADELPHIA, PA 19103-1699
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(Address of principal executive offices)
(Zip Code)
If this form relates to the registration of a class of securities pursuant to
Section 12(b) of the Exchange Act and is effective pursuant to General
Instruction A.(c), please check the following box [X]
If this form relates to the registration of a class of securities pursuant to
Section 12(g) of the Exchange Act and is effective pursuant to General
Instruction A.(d), please check the following box [ ]
Securities Act registration statement file number to which this form relates:
1-6841
-----------
(If applicable)
Securities to be registered pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange on which
to be so registered each class is to be registered
------------------- ------------------------------
Series B Participating Cumulative New York Stock Exchange
Preference Stock Purchase Rights
Securities to be registered pursuant to Section 12(g) of the Act:
None
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(Title of Class)
The undersigned registrant hereby amends Items 1 and 2 of its Registration
Statement on Form 8-A (File No. 1-6841), filed with the Securities and Exchange
Commission on February 2, 1996, as amended on July 8, 1997 and February 7, 2000,
as set forth below.
Item 1. Description of Registrant's Securities to be Registered.
--------------------------------------------------------
Item 1 is hereby amended and restated in its entirety as follows:
On February 1, 1996, the Board of Directors of Sunoco, Inc. (the successor
by name change of Sun Company, Inc., and hereafter, the "Company") declared a
dividend of one preferred stock purchase right (a "Right") for each outstanding
share of common stock, par value $1.00 per share (the "Common Stock"), of the
Company, payable to holders of record as of the close of business on February
12, 1996 (the "Record Date"). Shares of Common Stock issued after the Record
Date and prior to the Distribution Date (as defined below) will be issued with a
Right attached so that all shares of Common Stock outstanding prior to the
Distribution Date will have Rights attached. The terms and conditions of the
Rights are set forth in a Rights Agreement between the Company and First Chicago
Trust Company of New York (predecessor to EquiServe Trust Company, N.A.), as
agent (the "Rights Agent"), dated as of February 1, 1996 (the "Rights
Agreement"), and amended as of July 3, 1997 (the "First Amendment"), February 3,
2000 (the "Second Amendment"), and July 6, 2001 (the "Third Amendment"). The
following summary descriptions of the Rights and the Rights Agreement, the First
Amendment, the Second Amendment, and the Third Amendment do not purport to be
complete and are qualified in their entirety by reference to the full texts of
the Rights Agreement, the First Amendment, the Second Amendment and the Third
Amendment, respectively, which are filed as Exhibits 4.1, 4.2, 4.3, and 4.5
hereto, respectively, and are incorporated herein by reference. Copies of the
Rights Agreement, the First Amendment, the Second Amendment and the Third
Amendment are available free of charge from the Rights Agent.
Rights. The following is a summary description of the Rights as currently
in effect:
Prior to the Distribution Date, the Rights will be evidenced by the
certificates for and will be transferred with the Common Stock, and the
registered holders of the Common Stock will be deemed to be the registered
holders of the Rights. After the Distribution Date, the Rights Agent will mail
certificates evidencing the Rights to each record holder of the Common Stock as
of the close of business on the Distribution Date, and thereafter the Rights
will be transferable separately from the Common Stock. The "Distribution Date"
means the earlier of (i) the 10th day (or such later day as may be designated by
a majority of the Continuing Directors (as hereinafter defined)) after the date
(the "Stock Acquisition Date") of the first public announcement that a person
(other than the Company or any of its subsidiaries or any employee benefit plan
of the Company or any such subsidiary or certain holders of voting stock of the
Company at the time of the dividend declaration) has acquired beneficial
ownership of 15% or more of the outstanding shares of voting stock of the
Company (an "Acquiring Person") and (ii) the 10th business day (or such later
day as may be designated by a majority of the Continuing Directors) after the
date of the commencement of a tender or exchange offer by any person which
would, if consummated, result in such person becoming an Acquiring Person.
Prior to the Distribution Date, the Rights will not be exercisable. After
the Distribution Date, each Right will be exercisable to purchase, for an
initial purchase price of $100.00, subject to adjustment (the "Purchase Price"),
one one-hundredth of a share of Series B Participating Cumulative Preference
Stock, without par value (the "Series B Preference Stock"). 1,743,019 shares of
Series B Preference Stock have been reserved for issuance upon exercise of the
Rights.
If any person becomes an Acquiring Person, each Right (other than Rights
beneficially owned by the Acquiring Person and certain affiliated persons) will
entitle the holder to purchase, for the Purchase Price, a number of shares of
Common Stock having a market value of twice the Purchase Price.
If, after any person has become an Acquiring Person, (1) the Company is
involved in a merger, consolidation, combination, division or share exchange in
which the Company is not the surviving corporation or its Common Stock is
exchanged for other securities or assets or (2) the Company and/or one or more
of its subsidiaries sell or otherwise transfer assets or earning power
aggregating more than 50% of the assets or earning power of the Company and its
subsidiaries, taken as a whole, then each Right will entitle the holder to
purchase, for the Purchase Price, a number of shares of common stock of the
other party to such merger, consolidation, combination, division, share
exchange, sale or transfer (or in certain circumstances, an affiliate) having a
market value of twice the Purchase Price.
At any time after any person has become an Acquiring Person (but before any
person becomes the beneficial owner of 50% or more of the outstanding shares of
Common Stock), a majority of the Continuing Directors may exchange all or part
of the Rights (other than Rights beneficially owned by an Acquiring Person and
certain affiliated persons) for shares of Common Stock at an exchange ratio of
one share of Common Stock per Right.
The Board of Directors may redeem all of the Rights at a price of $.01 per
Right at any time prior to the earlier of (1) the time a person becomes an
Acquiring Person and (2) the final expiration date of the Rights. Any redemption
of outstanding Rights authorized within 90 days following a change in the
majority composition of the Board of Directors (resulting from a proxy or
consent solicitation if it appears that any Person participating in such
solicitation is likely to become an Acquiring Person) must be approved by a
majority of the Continuing Directors.
"Continuing Director" means (i) any member of the Board of Directors of the
Company, while such person is a member of the Board, who is not an Acquiring
Person, or an affiliate or associate of an Acquiring Person, or a representative
or nominee of an Acquiring Person or of any such affiliate or associate, and was
a member of the Board prior to the date of the Third Amendment, or (ii) any
person who subsequently becomes a member of the Board, while such person is a
member of the Board, who is not an Acquiring Person, or an affiliate or
associate of an Acquiring Person, or a representative or nominee of an Acquiring
Person or of any such affiliate or associate, if such person's nomination for
election or election to the Board is recommended or approved by a majority of
the Continuing Directors then in office, provided that such person's initial
assumption of office did not occur as a result of an actual or threatened
election contest with respect to the election or
removal of directors or other actual or threatened solicitation of proxies or
consents by or on behalf of a person other than the Board.
The Rights will expire on February 12, 2006, unless earlier exchanged or
redeemed.
Rights holders have no rights as a stockholder of the Company, including
the right to vote and to receive dividends.
The Rights Agreement includes antidilution provisions designed to prevent
efforts to diminish the effectiveness of the Rights.
The Rights have certain anti-takeover effects. The Rights may cause
substantial dilution to a person that attempts to acquire the Company without a
condition to such an offer that a substantial number of the Rights be acquired
or that the Rights be redeemed or declared invalid. The Rights should not
interfere with any merger or other business combination approved by the Board of
Directors (under some circumstances, with the concurrence of the Continuing
Directors) since the Rights may be redeemed by the Company as described above.
While the dividend of the Rights was not taxable to stockholders or to the
Company, stockholders or the Company may, depending upon the circumstances,
recognize taxable income in the event that the Rights become exercisable as set
forth above.
After the time any person becomes an Acquiring Person, the Rights Agreement
may be amended in any respect that does not adversely affect Rights holders
(other than any Acquiring Person and certain affiliated persons).
Notwithstanding the foregoing, (1) after the Stock Acquisition Date, the Rights
Agreement may be amended only with the approval of a majority of the Continuing
Directors and (2) any amendment of the Rights Agreement authorized within 90
days following a change in the majority composition of the Board of Directors
(resulting from a proxy or consent solicitation if it appears that any Person
participating in such solicitation is likely to become an Acquiring Person) must
be approved by a majority of the Continuing Directors.
First Amendment. Effective as of July 3, 1997, the First Amendment amended
the Rights Agreement to provide that, for a period of 18 months following a
change in the majority composition of the Board of Directors (resulting from a
proxy or consent solicitation if any Person participating in such solicitation
may likely become an Acquiring Person), any amendment of the Rights Agreement,
or redemption of outstanding Rights, must be authorized by a majority of the
Continuing Directors.
Second Amendment. Effective as of February 3, 2000, the Second Amendment
amended the Rights Agreement to reduce the 18 month periods referenced in the
First Amendment to 9o days.
Third Amendment. Effective as of July 6, 2001, the Third Amendment amended
the Rights Agreement to restate the definition of "Continuing Director" as set
forth above.
Item 2. Exhibits.
---------
Item 2 of the Form 8-A is hereby amended and restated in its entirety as
follows:
4.1 Rights Agreement, dated as of February 1, 1996, between the Company
and First Chicago Trust Company of New York (predecessor to EquiServe
Trust Company, N.A.), as Rights Agent (the "Rights Agreement"), filed
as Exhibits 1 and 2 to the Company's Registration Statement on Form
8-A filed on February 2, 1996 (File No. 1-6841) is incorporated herein
by reference. The Rights Agreement includes, as Exhibit B thereto, the
form of Rights Certificate.
4.2 Amendment to Rights Agreement, dated as of July 3, 1997, filed as
Exhibit 4.3 to the Company's Registration Statement on Form 8-A/A
filed on July 8, 1997 (File No. 1-6841) is incorporated herein by
reference.
4.3 Second Amendment to Rights Agreement, dated as of February 3, 2000,
filed as Exhibit 4.4 to the Company's Registration Statement on Form
8-A/A filed on February 7, 2000 (File No. 1-6841) is incorporated
herein by reference.
4.4 Certificate of Amendment, dated as of July 6, 2001, by the Company.
4.5 Third Amendment to Rights Agreement, dated as of July 6, 2001, filed
as Exhibit 4 to the Company's Quarterly Report on Form 10-Q for the
quarterly period ended June 30, 2001 filed on August 8, 2001 (File No.
1-6841) is incorporated herein by reference.
SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange Act
of 1934, the registrant has duly caused this Third Amendment to the Registration
Statement to be signed on its behalf by the undersigned thereto duly authorized.
SUNOCO, INC.
BY /s/ THOMAS W. HOFMANN
---------------------
Thomas W. Hofmann
Vice President and
Chief Financial Officer
DATE September 25, 2001
EXHIBIT INDEX
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Exhibit
Number Exhibit
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4.1 Rights Agreement, dated as of February 1, 1996, between the Company
and First Chicago Trust Company of New York (predecessor to EquiServe
Trust Company, N.A.), as Rights Agent (the "Rights Agreement"), filed
as Exhibits 1 and 2 to the Company's Registration Statement on Form
8-A filed on February 2, 1996 (File No. 1-6841) is incorporated herein
by reference. The Rights Agreement includes, as Exhibit B thereto, the
form of Rights Certificate.
4.2 Amendment to Rights Agreement, dated as of July 3, 1997, filed as
Exhibit 4.3 to the Company's Registration Statement on Form 8-A/A
filed on July 8, 1997 (File No. 1-6841) is incorporated herein by
reference.
4.3 Second Amendment to Rights Agreement, dated as of February 3, 2000,
filed as Exhibit 4.4 to the Company's Registration Statement on Form
8-A/A filed on February 7, 2000 (File No. 1-6841) is incorporated
herein by reference.
4.4 Certificate of Amendment, dated as of July 6, 2001, by the Company.
4.5 Third Amendment to Rights Agreement, dated as of July 6, 2001, filed
as Exhibit 4 to the Company's Quarterly Report on Form 10-Q for the
quarterly period ended June 30, 2001 filed on August 8, 2001 (File No.
1-6841) is incorporated herein by reference.
EX-4.4
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dex44.txt
CERTIFICATE OF AMENDMENT
Exhibit 4.4
CERTIFICATE OF AMENDMENT
Pursuant to Section 27 of the Rights Agreement between Sun Company, Inc.
(the "Company") and First Chicago Trust Company of New York, as Rights Agent
(the "Rights Agent"), dated as of February 1, 1996, and last amended as of
February 3, 2000 (the "Rights Agreement"), Sunoco, Inc., the successor by name
change to the Company, HEREBY CERTIFIES THAT:
1. the Third Amendment to Rights Agreement, attached hereto, is in
compliance with the terms of said Section 27 of the Rights Agreement, as
amended.
Dated as of July 6, 2001.
SUNOCO, INC.
By: /s/ THOMAS W. HOFMANN
---------------------
Thomas W. Hofmann
Vice President and
Chief Financial Officer