8-K

 
                       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:  March 7, 1996



                               SUN COMPANY, INC.
             ------------------------------------------------------
             (Exact name of registrant as specified in its charter)
 
   Pennsylvania                     1-6841                     23-1743282
   ------------                     ------                     ----------  
 (State or other                  (Commission                 (IRS employer
 jurisdiction of                  file number)                identification
 incorporation)                                               number)

Ten Penn Center, 1801 Market Street, Philadelphia, PA  19103-1699
- --------------------------------------------------------------------------------
(Address of principal executive offices)              (Zip Code)

(215) 977-3000
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(Registrant's telephone number, including area code)

 
Item 5.  Other Events.
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     On March 7, 1996, Sun Company, Inc. (the "Registrant") issued a press
release announcing that The Glenmede Trust Company ("Glenmede"), in its capacity
as trustee or co-trustee of The Pew Memorial Trust, The J. Howard Pew Freedom
Trust, The Mabel Pew Myrin Trust, The J. N. Pew, Jr. Charitable Trust and The
Medical Trust (collectively, the "Pew Charitable Trusts"), intends to sell a
portion of its capital stock holdings in the Registrant through an underwritten
secondary offering of 11,748,591 Depositary Shares. A copy of such press release
is attached hereto as Exhibit 99(b). Each Depositary Share represents ownership
of one-half of a share of Sun Company, Inc. Series A Cumulative Preference
Stock. The offering will be made only by means of a prospectus and is expected
to commence in March 1996. Pursuant to a Registration Rights Agreement, dated
February 1, 1996 between the Registrant and Glenmede (the "Agreement"), the
Registrant has filed a registration statement dated March 7, 1996 with the
Securities and Exchange Commission to facilitate the offering. A copy of the
Agreement was filed as an exhibit to this registration statement and is
incorporated herein by reference.

Item 7.  Financial Statements, Pro Forma Financial Information and Exhibits.
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     (c)  Exhibits
     ---  --------

          99(a)     Registration Rights Agreement by and among Sun Company, Inc.
                    and The Glenmede Trust Company (in its corporate capacity
                    and as trustee or co-trustee of The Pew Memorial Trust, The
                    J. Howard Pew Freedom Trust, The Mabel Pew Myrin Trust, The
                    J. N. Pew, Jr. Charitable Trust and The Medical Trust),
                    dated as of February 1, 1996 (incorporated by reference to
                    Exhibit 99 of the Form S-3 Registration Statement filed
                    March 7, 1996).

          99(b)     Sun Company, Inc. Press Release dated March 7, 1996.

 
                                   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.



     SUN COMPANY, INC.



BY  s/ THOMAS W. HOFMANN
     --------------------
     Thomas W. Hofmann
     Comptroller
     (Principal Accounting Officer)

DATE  March 7, 1996

 
                                 EXHIBIT INDEX
                                 -------------

Exhibit
Number                              Exhibit
- -------   ----------------------------------------------------------------------

  99(a)   Registration Rights Agreement by and among Sun Company, Inc. and The
          Glenmede Trust Company (in its corporate capacity and as trustee or
          co-trustee of The Pew Memorial Trust, The J. Howard Pew Freedom Trust,
          The Mabel Pew Myrin Trust, The J. N. Pew, Jr. Charitable Trust and The
          Medical Trust), dated as of February 1, 1996 (incorporated by
          reference to Exhibit 99 of the Form S-3 Registration Statement filed
          March 7, 1996).

  99(b)   Sun Company, Inc. Press Release dated March 7, 1996.

EX-99

 
                                                                   EXHIBIT 99(b)

                PEW CHARITABLE TRUSTS TO SELL SUN COMPANY STOCK

     PHILADELPHIA, March 7, 1996 - Sun Company, Inc. (NYSE: SUN) and The
Glenmede Trust Company announced that certain of the Pew charitable trusts plan
to sell a total of 11,748,591 Sun Company, Inc. Depositary Shares by way of a
registered underwritten public offering filed today by Sun with the Securities
and Exchange Commission.  Glenmede is either trustee or co-trustee of the Pew
charitable trusts.  Each Depositary Share represents ownership of one-half of
one share of Sun Company, Inc. Series A Cumulative Preference Stock.  Sun
Company will not receive any of the proceeds from the sale.

     The offering will be managed by Morgan Stanley & Co. Incorporated, CS First
Boston, and Smith Barney Inc. This offering represents all of the
Depositary Shares held by the Pew charitable trusts and 47 percent of the 25
million shares of Sun's outstanding Depositary Shares. Glenmede, as fiduciary
for various accounts, including the Pew charitable trusts, will continue to own
approximately 4.2 million shares of Sun Common Stock, representing 5.66 percent
of Sun's outstanding shares of Common Stock.

     A written prospectus relating to this offering meeting the requirements of
Section 10 of the Securities Act of 1933 may be obtained from the following
underwriters of the offering:  Morgan Stanley & Co. Incorporated, 1585 Broadway,
New York, NY 10036; CS First Boston, Park Avenue Plaza, 55 East 52nd Street, New
York, NY 10055-0186, and Smith Barney Inc., 388 Greenwich Street, New York, NY
10105.

     A registration statement relating to these securities was filed with the
Securities and Exchange Commission on March 7, 1996, but has not yet become
effective.  These securities may not be sold nor may offers to buy be accepted
prior to the time the registration statement becomes effective.  This press
release shall not constitute an offer to sell or the solicitation of an offer to
buy, nor shall there be any sale of these securities in any state in which such
offer, solicitation or sale would be unlawful prior to registration or
qualification under the securities laws of any such state.

     Sun Company, Inc., headquartered in Philadelphia, PA, operates five
domestic refineries and markets gasoline under the Sunoco brand through
approximately 4,000 service stations in 17 states from Maine to Indiana and in
the District of Columbia. These outlets include more than 500 convenience stores
and approximately 350 Sunoco Ultra Service Centers. Sun also sells lubricants
and petrochemicals worldwide, operates domestic pipelines and terminals,
conducts coal mining and cokemaking operations in Virginia and Kentucky and
produces crude oil and natural gas in the U.K. North Sea.

     CONTACT:  Media, Bud Davis, 215-977-3485, or Investors, Terry Delaney, 215-
977-6106, both of Sun Company, or Albert Piscopo of Glenmede, 215-419-6020.