-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, WdrjJDE+SSAZ6+UraLDGApmQRaMiTJX7R2UGGGqKrM0pQfjBTWZeJRJPgiRODTKg 9DVYlSemHjUguwRoPw2O0A== 0000950109-99-002986.txt : 19990819 0000950109-99-002986.hdr.sgml : 19990819 ACCESSION NUMBER: 0000950109-99-002986 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 4 CONFORMED PERIOD OF REPORT: 19990818 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 19990818 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-K SEC ACT: SEC FILE NUMBER: 001-06841 FILM NUMBER: 99695028 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-K 1 FORM 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: August 18, 1999 SUNOCO, 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 - ---------------------------------------------------------------- (Registrant's telephone number, including area code) 1 Item 5. Other Events. ------------- 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. --------------------------------------------------------- (c) Exhibits -------- 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 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 August 17, 1999 3 EXHIBIT INDEX ------------- Exhibit Number Exhibit - ------- ----------------------------------------------- 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 EX-4 2 FORM OF NOTE 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. 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. 3 IN WITNESS WHEREOF, the Company has caused this instrument to be signed manually or by facsimile. Dated: August , 1999 SUNOCO, INC. By: --------------------------------- Name: Title: 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: --------------------------------- Authorized Signatory Title: [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 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. 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:
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 -------- -------- -------- -------- ------- - ------------------ ------------------ ------------------ ------------------ ------------------ - ------------------ ------------------ ------------------ ------------------ ------------------ - ------------------ ------------------ ------------------ ------------------ ------------------ - ------------------ ------------------ ------------------ ------------------ ------------------ - ------------------ ------------------ ------------------ ------------------ ------------------ - ------------------ ------------------ ------------------ ------------------ ------------------ - ------------------ ------------------ ------------------ ------------------ ------------------ - ------------------ ------------------ ------------------ ------------------ ------------------ - ------------------ ------------------ ------------------ ------------------ ------------------ - ------------------ ------------------ ------------------ ------------------ ------------------ - ------------------ ------------------ ------------------ ------------------ ------------------ - ------------------ ------------------ ------------------ ------------------ ------------------ - ------------------ ------------------ ------------------ ------------------ ------------------ - ------------------ ------------------ ------------------ ------------------ ------------------ - ------------------ ------------------ ------------------ ------------------ ------------------ - ------------------ ------------------ ------------------ ------------------ ------------------ - ------------------ ------------------ ------------------ ------------------ ------------------ - ------------------ ------------------ ------------------ ------------------ ------------------
EX-5 3 OPINION OF ANN C MULE LETTER 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. 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' ---------------- Ann C. Mule' EX-23.1 4 CONSENT OF INDEPENDENT AUDITORS 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 --------------------- Ernst & Young LLP Philadelphia, Pennsylvania August 17, 1999 -----END PRIVACY-ENHANCED MESSAGE-----