-----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, Di960qV1QL1h/7e6ciQ79JIXsV5V22V2Uf65yl56c7Nre76VstsZLjAWM81P6VDc F7xw0IJXHnkccCxZJ82HwQ== 0000806085-97-000171.txt : 19971020 0000806085-97-000171.hdr.sgml : 19971020 ACCESSION NUMBER: 0000806085-97-000171 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19971017 SROS: NYSE SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: SUNSOURCE INC CENTRAL INDEX KEY: 0001029831 STANDARD INDUSTRIAL CLASSIFICATION: WHOLESALE-MACHINERY, EQUIPMENT & SUPPLIES [5080] IRS NUMBER: 232874736 STATE OF INCORPORATION: PA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: SEC FILE NUMBER: 005-51703 FILM NUMBER: 97697211 BUSINESS ADDRESS: STREET 1: 2600 ONE LOAN SQUARE CITY: PHILADELPHIA STATE: PA ZIP: 19103 BUSINESS PHONE: 2156653650 MAIL ADDRESS: STREET 1: 2600 ONE LOAN SQUARE CITY: PHILADELPHIA STATE: PA ZIP: 19103 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: LEHMAN BROTHERS HOLDINGS INC CENTRAL INDEX KEY: 0000806085 STANDARD INDUSTRIAL CLASSIFICATION: SECURITY BROKERS, DEALERS & FLOTATION COMPANIES [6211] IRS NUMBER: 133216325 STATE OF INCORPORATION: DE FISCAL YEAR END: 1130 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: AMERICAN EXPRESS TWR STREET 2: 3 WORLD FINANCIAL CNTR CITY: NEW YORK STATE: NY ZIP: 10048 BUSINESS PHONE: 2125267000 MAIL ADDRESS: STREET 1: AMERICAN EXPRESS TOWER 15TH FL STREET 2: 2 WORLD TRADE CENTER CITY: NEW YORK STATE: NY ZIP: 10048 FORMER COMPANY: FORMER CONFORMED NAME: SHEARSON LEHMAN HUTTON HOLDINGS INC DATE OF NAME CHANGE: 19901017 SC 13D 1 SUNSOURCE INC. SCHEDULE 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Amendment No.__ Under the Securities Exchange Act of 1934 SUNSOURCE INC. (Name of Issuer) Common Stock, par value $0.01 (Title of Class of Securities) 867948101000 (CUSIP Number) Jennifer Marre Secretary Lehman Brothers Holdings Inc. 3 World Financial Center, 24th Floor New York, NY 10285 (212)526-1936 (Name, Address and Telephone Number of Person Authorized to Receive Notice and Communications) October 1, 1997 (Date of Event which required Filing of This Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(b)(3) or (4), check the following box [ ]. CUSIP No. 867948101000 1) Names of Reporting Person S.S. or I.R.S. Identification No. of Above Person Lehman Brothers Holdings Inc. 13-3216325 2) Check the Appropriate box if a Member of a Group (see instructions) (a) [X] (b) [ ] 3) SEC Use Only 4) Source of Funds (see instructions) OO 5) Check Box if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(E) [ ] 6) Citizenship or Place of Organization Delaware Number of Shares Beneficially Owned by Each Reporting Person With: 7) Sole Voting Power 2,012,169 8) Shared Voting Power -0- 9) Sole Dispositive Power 2,012,169 10) Shared Dispositive Power -0- 11) Aggregate Amount Beneficially Owned by Each Reporting Person 2,012,169 12) Check if the Aggregate Amount in Row (9) Excludes Certain Shares [ ] 13) Percent of Class Represented by Amount in Row 9 30.3% 14) Type of Reporting Person HC/CO After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Dated: October 1, 1997 LEHMAN BROTHERS HOLDINGS INC. By: /s/ Jennifer Marre --------------------- Name: Jennifer Marre Title: Vice President and Secretary CUSIP No. 867948101000 1) Names of Reporting Person S.S. or I.R.S. Identification No. of Above Person Lehman Brothers Inc. 13-2518466 2) Check the Appropriate box if a Member of a Group (see instructions) (a) [X] (b) [ ] 3) SEC Use Only 4) Source of Funds (see instructions) OO 5) Check Box if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(E) [X] 6) Citizenship or Place of Organization Delaware Number of Shares Beneficially Owned by Each Reporting Person With: 7) Sole Voting Power 1,447,031 8) Shared Voting Power -0- 9) Sole Dispositive Power 1,447,031 10) Shared Dispositive Power -0- 11) Aggregate Amount Beneficially Owned by Each Reporting Person 1,447,031 12) Check if the Aggregate Amount in Row (9) Excludes Certain Shares [ ] 13) Percent of Class Represented by Amount in Row 9 22.5% 14) Type of Reporting Person BD/CO After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Dated: October 1, 1997 LEHMAN BROTHERS INC. By: /s/ Jennifer Marre --------------------- Name: Jennifer Marre Title: Senior Vice President and Secretary CUSIP No. 867948101000 1) Names of Reporting Person S.S. or I.R.S. Identification No. of Above Person LB I Group Inc. 13-2741778 2) Check the Appropriate box if a Member of a Group (see instructions) (a) [X] (b) [ ] 3) SEC Use Only 4) Source of Funds (see instructions) OO 5) Check Box if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(E) [ ] 6) Citizenship or Place of Organization Delaware Number of Shares Beneficially Owned by Each Reporting Person With: 7) Sole Voting Power 1,447,031 8) Shared Voting Power -0- 9) Sole Dispositive Power 1,447,031 10) Shared Dispositive Power -0- 11) Aggregate Amount Beneficially Owned by Each Reporting Person 1,447,031 12) Check if the Aggregate Amount in Row (9) Excludes Certain Shares [ ] 13) Percent of Class Represented by Amount in Row 9 22.5% 14) Type of Reporting Person HC/CO After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Dated: October 1, 1997 LB I GROUP INC. By: /s/ Jennifer Marre --------------------- Name: Jennifer Marre Title: Secretary CUSIP No. 867948101000 1) Names of Reporting Person S.S. or I.R.S. Identification No. of Above Person Lehman Brothers Capital Partners I 2) Check the Appropriate box if a Member of a Group (see instructions) (a) [X] (b) [ ] 3) SEC Use Only 4) Source of Funds (see instructions) OO 5) Check Box if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(E) [ ] 6) Citizenship or Place of Organization Delaware Number of Shares Beneficially Owned by Each Reporting Person With: 7) Sole Voting Power 1,447,031 8) Shared Voting Power -0- 9) Sole Dispositive Power 1,447,031 10) Shared Dispositive Power -0- 11) Aggregate Amount Beneficially Owned by Each Reporting Person 1,447,031 12) Check if the Aggregate Amount in Row (9) Excludes Certain Shares [ ] 13) Percent of Class Represented by Amount in Row 9 22.5% 14) Type of Reporting Person LP After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Dated: October 1, 1997 LEHMAN BROTHERS CAPITAL PARTNERS I By: /s/ Jennifer Marre --------------------- Name: Jennifer Marre Title: Authorized Signatory CUSIP No. 867948101000 1) Names of Reporting Person S.S. or I.R.S. Identification No. of Above Person Lehman/SDI Inc. 13-3386604 2) Check the Appropriate box if a Member of a Group (see instructions) (a) [X] (b) [ ] 3) SEC Use Only 4) Source of Funds (see instructions) OO 5) Check Box if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(E) [ ] 6) Citizenship or Place of Organization Delaware Number of Shares Beneficially Owned by Each Reporting Person With: 7) Sole Voting Power 538,000 8) Shared Voting Power -0- 9) Sole Dispositive Power 538,000 10) Shared Dispositive Power -0- 11) Aggregate Amount Beneficially Owned by Each Reporting Person 538,000 12) Check if the Aggregate Amount in Row (9) Excludes Certain Shares [ ] 13) Percent of Class Represented by Amount in Row 9 8.4% 14) Type of Reporting Person CO After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Dated: October 1, 1997 LEHMAN/SDI INC. By: /s/ Jennifer Marre --------------------- Name: Jennifer Marre Title: Secretary CUSIP No. 867948101000 1) Names of Reporting Person S.S. or I.R.S. Identification No. of Above Person Lehman Ltd. I Inc. 13-3429418 2) Check the Appropriate box if a Member of a Group (see instructions) (a) [X] (b) [ ] 3) SEC Use Only 4) Source of Funds (see instructions) OO 5) Check Box if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(E) [ ] 6) Citizenship or Place of Organization Delaware Number of Shares Beneficially Owned by Each Reporting Person With: 7) Sole Voting Power 27,138 8) Shared Voting Power -0- 9) Sole Dispositive Power 27,138 10) Shared Dispositive Power -0- 11) Aggregate Amount Beneficially Owned by Each Reporting Person 27,138 12) Check if the Aggregate Amount in Row (9) Excludes Certain Shares [ ] 13) Percent of Class Represented by Amount in Row 9 0.4% 14) Type of Reporting Person CO After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Dated: October 1, 1997 LEHMAN LTD I INC. By: /s/ Jennifer Marre --------------------- Name: Jennifer Marre Title: Secretary Schedule 13D Item 1. Security and Issuer This statement relates to the Common Stock, par value $0.01 (the "Common Stock"), of SunSource Inc., a Delaware corporation ("SunSource"). The address of the principal executive offices of SunSource is 3000 One Logan Square, Philadelphia, PA 19103. Item 2. Identity and Background This statement is filed on behalf of the following entities: Lehman Brothers Holdings Inc., a Delaware corporation ("Holdings"), 3 World Financial Center 200 Vesey Street New York, NY 10285 Holdings through its domestic and foreign subsidiaries is a full-line securities firm and is the parent of Lehman/SDI, Inc. and Lehman Ltd. I Inc. Lehman Brothers Inc., a Delaware corporation ("LBI"), 3 World Financial Center 200 Vesey Street New York, NY 10285 LBI is a wholly owned subsidiary of Holdings and is the parent of LB I Group Inc. LB I Group Inc., a Delaware corporation, ("LB I Group"), 3 World Financial Center 200 Vesey Street New York, NY 10285 LB I Group is a wholly owned subsidiary of LBI and is the General Partner of Lehman Brothers Capital Partners I. Lehman Brothers Capital Partners I, a Delaware limited partnership ("Capital Partners"), 3 World Financial Center 200 Vesey Street New York, NY 10285 Capital Partners is a limited partnership. Lehman/SDI Inc., a Delaware corporation ("Lehman/SDI"), 3 World Financial Center 200 Vesey Street New York, NY 10285 Lehman/SDI is a wholly owned subsidiary of Holdings. Lehman Ltd. I Inc., a Delaware corporation ("Lehman Ltd."), 3 World Financial Center 200 Vesey Street New York, NY 10285 Lehman Ltd. is a wholly owned subsidiary of Holdings. The names, residence or business addresses, citizenships and present principal occupations or employment of the senior executive officers and directors of the Reporting Persons are set forth in Appendix A hereto. Neither the Reporting Persons nor to the best knowledge of the Reporting Persons nor any of the persons listed in Appendix A hereto have during the last five years (i) been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) except as set forth in Appendix B attached hereto and incorporated herein by reference has been party to a civil proceeding of a judicial or administrative body of a competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. Item 3. Source of Funds or Other Consideration See Item 4. Item 4. Purpose of Transaction Pursuant to the Agreement and Plan of Conversion, dated as of July 31, 1997, by and among SunSource, SunSource L.P., a Delaware limited partnership (the "Partnership"), LPSub Inc., a Delaware corporation ("LPSub"), Lehman/SDI and the limited partners of SDI Partners I, L.P. ("GP Limited Partners"), the conversion (the "Conversion") of the Partnership to corporate form was accomplished through a merger (the "Merger") of the Partnership and LPSub with and into SunSource. In the Conversion, (i) the outstanding Class A limited partnership interests were converted into 11.6% Trust Preferred Securities issued by SunSource Capital Trust and cash, (ii) each of the outstanding Class B limited partnership interests were converted into 0.25 shares of the Common Stock of SunSource and (iii) Lehman/SDI which is general partner of SDI Partners I, L.P., the general partner of the Partnership (the "General Partner"), received common stock of LPSub which was converted into shares of Common Stock in the Merger in exchange for its interests in the General Partner and the GP Limited Partners received shares of Common Stock in exchange for their interests in the General Partner. Prior to the Conversion, Capital Partners owned 5,788,124 Class B interests of the Partnership and Lehman Ltd. owned 108,554 Class B interests of the Partnership. As a result of the Conversion, Capital Partners received 1,447,031 shares of Common Stock and Lehman Ltd. received 27,138 shares of Common Stock. Lehman/SDI received 538,000 shares of Common Stock. The GP Limited Partners received shares of Common Stock of which 75,000 shares of the Common Stock received was placed in escrow to be distributed after two years if all distributions and required payments in respect of the Trust 11.6% Preferred Securities have been made. SunSource, LB I Group, Lehman Ltd., Lehman/SDI, Capital Partners and the Senior Executives entered into a Registration Rights Agreement, dated as of July 31, 1997, granting the parties certain rights to have the shares of SunSource Common Stock acquired in the Conversion registered for resale under the Securities Act of 1933. Pursuant to a Stockholders Agreement, dated as of July 31, 1997, among SunSource, LB I Group, Lehman Ltd., Lehman/SDI, Capital Partners and certain of the GP Limited Partners, certain rights are restricted on the sale of Common Stock of SunSource by the parties after the Conversion. The parties agree to vote any excess shares as defined therein. With respect to the Board of Directors, three directors may be nominated by management, four will be Independent Directors (as defined in the provision of the By-Laws of SunSource attached as Annex 1) and two directors may be nominated by Lehman Brothers if Lehman Brothers holds more than 20% of the outstanding shares of Common Stock or one director if Lehman Brothers holds between 10% and 20% of the outstanding shares of Common Stock. Holdings and SunSource entered into a Contribution Agreement, dated July 31, 1997 which provides for the contribution by Holdings to SunSource of a portion of the premium payable upon an Initial Tax Redemption if shares are still held in escrow and Holdings and its affiliates have disposed of some or all of the Common Stock received by it or its affiliates in the Conversion. Holdings intends to continually evaluate SunSource's business, prospects, financial condition, the market for the Shares, other opportunities available to Holdings, general economic conditions, money and stock market conditions and other factors and future developments which Holdings may deem relevant from time to time. Depending on same factors, Holdings may decide, subject to the above referenced agreements, to sell all or part of the shares it holds. Any such acquisition or disposition of Shares may be effected through open market or privately negotiated transactions, or otherwise. Except as set forth in this Item 4, Holdings does not have any specific plans or proposals that relate to or would result in any of the actions specified in clauses (a) through (j) of Item 4 of Schedule 13D. Item 5. Interest in Securities of the Issuer (a) See Item 4. (b) The Reporting Persons have sole power to vote and dispose of all the shares of Common Stock of SunSource except as to shares listed on Appendix C. (c) LBI and other affiliates in the ordinary course of business as broker dealers, may have purchased and sold shares of Common Stock on behalf of their customers. (d) Neither the Reporting Persons nor to the best knowledge of the Reporting Persons nor any of the persons listed in Appendix A hereto know of any other person who has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, any shares of Common Stock beneficially owned by the Reporting Persons, other than customers of Lehman Brothers over whose shares Lehman Brothers may have investment discretion. (e) Not Applicable. Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer. See Item 4. Eliot M. Fried and Henri I. Talerman, Managing Directors of LBI, are Directors of SunSource. Item 7. Material to be Filed as Exhibits. Agreement and Plan of Conversion, dated as of July 31, 1997, among SunSource, the Partnership, LPSub, Lehman/SDI and the GP Limited Partners incorporated by reference as Exhibit 2.1 to Registration Statement File No. 333-19077 Stockholders Agreement, dated as of July 31, 1997, among SunSource, LB I Group, Lehman Ltd., Lehman/SDI, Capital Partners and certain of the GP Limited Partners incorporated by reference as Exhibit 10.2 to Registration File No. 333-19077 Registration Rights Agreement, dated as of July 31, 1997, among SunSource, LB I Group, Lehman Ltd., Lehman/SDI, Capital Partners and the Senior Executives incorporated by reference as Exhibit 10.1 to Registration File No. 333-19077 Contribution Agreement, dated as of July 31, 1997, between Holdings and SunSource incorporated by reference as Exhibit 10.3 to Registration File No. 333-19077 APPENDIX A LEHMAN BROTHERS HOLDINGS INC. BOARD OF DIRECTORS NAME / TITLE BUSINESS ADDRESS Michael L. Ainslie Lehman Brothers Holdings Inc. Private Investor and former 3 World Financial Center President and Chief Executive New York, New York 10285 Officer of Sotheby's Holdings John F. Akers Lehman Brothers Holdings Inc. Retired Chairman of 3 World Financial Center International Business Machines New York, New York 10285 Corporation Roger S. Berlind Lehman Brothers Holdings Inc. Theatrical Producer 3 World Financial Center New York, New York 10285 Thomas H. Cruikshank Lehman Brothers Holdings Inc. Retired Chairman and Chief 3 World Financial Center Executive Officer of Halliburton New York, New York 10285 Company Richard S. Fuld, Jr. Lehman Brothers Holdings Inc. Chairman and Chief Executive 3 World Financial Center Officer of Lehman Brothers Holdings New York, NY 10285 Inc. Henry Kaufman Lehman Brothers Holdings Inc. President of Henry Kaufman & 3 World Financial Center Company, Inc. New York, NY 10285 Hideichiro Kobayashi* Lehman Brothers Holdings Inc. General Manager for the Americas 3 World Financial Center Nippon Life Insurance Co. New York, NY 10285 John D. Macomber Lehman Brothers Holdings Inc. Principal of JDM Investment Group 3 World Financial Center New York, NY 10285 Dina Merrill Lehman Brothers Holdings Inc. Actress and Director and Vice 3 World Financial Center Chairman of RKO Pictures, Inc. New York, NY 10285 Masahiro Yamada* Lehman Brothers Holdings Inc. Managing Director 3 World Financial Center Nippon Life Insurance Company New York, NY 10285 LEHMAN BROTHERS HOLDINGS INC. EXECUTIVE OFFICERS NAME / TITLE BUSINESS ADDRESS Richard S. Fuld, Jr. Lehman Brothers Holdings Inc. Chairman and Chief Executive Officer 3 World Financial Center of Lehman Brothers Holdings Inc. New York, NY 10285 Jeremiah M. Callaghan Lehman Brothers Holdings Inc. Chief of Operations and Technology 3 World Financial Center New York, NY 10285 John L. Cecil Lehman Brothers Holdings Inc. Chief Administrative Officer 3 World Financial Center New York, NY 10285 Thomas A. Russo Lehman Brothers Holdings Inc. Chief Legal Officer 3 World Financial Center New York, NY 10285 Charles B. Hintz Lehman Brothers Holdings Inc. Chief Financial Officer 3 World Financial Center New York, NY 10285 - ----- All above individuals are citizens of the United States except those individuals with an * who are citizens of Japan. LEHMAN BROTHERS INC. BOARD OF DIRECTORS NAME BUSINESS ADDRESS Roger S. Berlind Lehman Brothers Inc. Theatrical Producer 3 World Financial Center New York, New York 10285 Philip Caldwell Lehman Brothers Inc. Senior Managing Director 3 World Financial Center New York, New York 10285 Howard L. Clark, Jr. Lehman Brothers Inc. Vice Chairman 3 World Financial Center New York, New York 10285 Frederick Frank Lehman Brothers Inc. Vice Chairman 3 World Financial Center New York, New York 10285 Richard S. Fuld, Jr. Lehman Brothers Inc. Chairman and Chief Executive 3 World Financial Center Officer of Lehman Brothers Holdings New York, NY 10285 Inc. Charles B. Hintz Lehman Brothers Inc. Chief Financial Officer 3 World Financial Center New York, NY 10285 Bruce R. Lakefield * Lehman Brothers Inc. Director 3 World Financial Center New York, NY 10285 Sherman R. Lewis, Jr. Lehman Brothers Inc. Vice Chairman 3 World Financial Center New York, NY 10285 Mel A. Shaftel Lehman Brothers Inc. Vice Chairman 3 World Financial Center New York, NY 10285 - ----- Above individuals are citizens of the United States except those individuals with an * who are citizens of the United Kingdom. LEHMAN BROTHERS INC. EXECUTIVE OFFICERS NAME / TITLE BUSINESS ADDRESS Richard S. Fuld Lehman Brothers Inc. Chairman & Chief Executive Officer of 3 World Financial Center Lehman Brothers Holdings Inc. New York, NY 10285 Jeremiah M. Callaghan Lehman Brothers Inc. Chief of Operations and Technology 3 World Financial Center New York, NY 10285 John L. Cecil Lehman Brothers Inc. Chief Administrative Officer 3 World Financial Center New York, NY 10285 Thomas A. Russo Lehman Brothers Inc. Chief Legal Officer 3 World Financial Center New York, NY 10285 Charles B. Hintz Lehman Brothers Inc. Chief Financial Officer 3 World Financial Center New York, NY 10285 - ----- Above individuals are citizens of the United States. LEHMAN/SDI INC. BOARD OF DIRECTORS NAME BUSINESS ADDRESS Eliot M. Fried Lehman Brothers Inc. Managing Director 3 World Financial Center New York, NY 10285 Henri I. Talerman Lehman Brothers Inc. Managing Director 3 World Financial Center New York, NY 10285 O. Gordon Brewer, Jr. SunSource Inc. Director 1 Logan Square Philadelphia, PA 19103 Norman V. Edmonson SunSource Inc. Director 1 Logan Square Philadelphia, PA 19103 Arnold S. Hoffman SunSource Inc. Director 1 Logan Square Philadelphia, PA 19103 Donald T. Marshall SunSource Inc. Chairman of the Board of Directors & 1 Logan Square Chief Executive Officer of Lehman/SDI Philadelphia, PA 19103 Inc. John P. McDonnell SunSource Inc. President & Chief Operating Officer 1 Logan Square Philadelphia, PA 19103 Ernest L. Ransome, III SunSource Inc. Director 1 Logan Square Philadelphia, PA 19103 Donald A. Scott SunSource Inc. Director 1 Logan Square Philadelphia, PA 19103 - ----- Above individuals are residents of the United States. LEHMAN/SDI INC. EXECUTIVE OFFICERS NAME / TITLE BUSINESS ADDRESS Donald T. Marshall SunSource Inc. Chairman of the Board and Chief 1 Logan Square Executive Officer of Lehman/SDI Inc. Philadelphia, PA 19103 John P. McDonnell SunSource Inc. President and Chief Operating Officer 1 Logan Square Philadelphia, PA 19103 Joseph Corvino SunSource Inc. Chief Financial Officer 1 Logan Square Philadelphia, PA 19103 LB I GROUP INC. BOARD OF DIRECTORS NAME BUSINESS ADDRESS Eliot M. Fried Lehman Brothers Inc. Managing Director 3 World Financial Center New York, NY 10285 David Goldfarb Lehman Brothers Inc. Controller 3 World Financial Center New York, NY 10285 Allan S. Kaplan Lehman Brothers Inc. Managing Director 3 World Financial Center New York, NY 10285 LEHMAN LTD. I INC. BOARD OF DIRECTORS NAME BUSINESS ADDRESS Eliot M. Fried Lehman Brothers Inc. Managing Director 3 World Financial Center New York, NY 10285 - ----- Above individual is a citizen of the United States. APPENDIX B Fulco v. Continental Cablevision. This civil action was brought in the United States District Court for the District of Massachusetts alleging a violation of Rule 10b(5) for a material omission in the disclosure documents related to a 1989 partnership roll-up in which Shearson Lehman Brothers rendered a fairness opinion. The jury rendered a verdict in 1993 jointly against Shearson Lehman Brothers and Continental Cablevision, the issuer, for a total of $4.6 million. The case was settled shortly thereafter. Lehman Brothers has been involved in a number of civil proceedings which concern matters arising in connection with the conduct of its business. Certain of such proceedings have resulted in findings of violation of federal or state securities laws. Each of these proceedings was settled by Lehman Brothers consenting to the entry of an order without admitting or denying the allegations in the complaint. All of such proceedings are reported and summarized in the Schedule D to Lehman Brother's Form BD filed with the Securities and Exchange Commission, which descriptions are hereby incorporated by reference. APPENDIX C BENEFICIAL OWNERSHIP OF THE SHARES OF COMMON STOCK OF SUNSOURCE INC. BY OFFICERS, DIRECTORS AND CONTROLLING PERSONS % OF CLASS NAME NO. OF SHARES OF SECURITIES - ---- ------------- ------------- O. Gordon Brewer, Jr. 250 0.0% Norman V. Edmonson 440,729 6.8% Arnold S. Hoffman 3,250 0.0% Donald T. Marshall 698,988 10.8% John P. McDonnell 211,208 3.2% Ernest L. Ransome III 1,350 0.0% Donald A. Scott 2,250 0.0% Joseph M. Corvino 36,126 0.5% -----END PRIVACY-ENHANCED MESSAGE-----