SC 13D: Schedule filed to report acquisition of beneficial ownership of 5% or more of a class of equity securities
Published on October 20, 1997
Page 1 of 5 pages
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
SUNSOURCE INC.
- ------------------------------------------------------------------------------
Common Stock, par value $0.01 per share
- ------------------------------------------------------------------------------
(Title of Class of Securities)
867948101
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(CUSIP Number)
Donald T. Marshall
3000 One Logan Square
Philadelphia, PA 19103
215-282-1290
- ------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
October 1, 1997
- ------------------------------------------------------------------------------
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to
report the acquisition which is the subject of this Schedule 13D, and is
filing this schedule because of Rule 13d-1(b)(3) or (4), check the following
box [ ].
Note: Six copies of this statement, including all exhibits, should be filed
with the Commission. See Rule 13d-1(a) for other parties to whom copies are to
be sent.
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities,
and for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 ("Act") or otherwise subject to the liabilities of that section of
the Act but shall be subject to all other provisions of the Act (however, see
the Notes).
Page 2 of 5 pages
_______________________________________________________________________________
CUSIP No. 867948101 SCHEDULE 13D
_______________________________________________________________________________
1 NAME OF REPORTING PERSONS
S.S OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Donald T. Marshall
______________________________________________________________________________
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [X]
(b) [ ]
______________________________________________________________________________
3 SEC USE ONLY
______________________________________________________________________________
4 SOURCE OF FUNDS*
00
______________________________________________________________________________
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED
PURSUANT TO ITEM 2(d) OR 2(e) [ ]
______________________________________________________________________________
6 CITIZENSHIP OR PLACE OR ORGANIZATION
U.S.
_______________________________________________________________________________
| |
NUMBER OF | 7 | SOLE VOTING POWER
SHARES | | 698,988
BENEFICIALLY |_____|________________________________________________________
OWNED BY | |
EACH | 8 | SHARED VOTING POWER
REPORTING | | -0-
PERSON WITH |_____|________________________________________________________
| |
| 9 | SOLE DISPOSITIVE POWER
| | 698,988
|_____|________________________________________________________
| |
| 10 | SHARED DISPOSITIVE POWER
| | -0-
_______________|_____|_________________________________________________________
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
698,988
______________________________________________________________________________
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [ ]
______________________________________________________________________________
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
10.9%
______________________________________________________________________________
14 TYPE OF REPORTING PERSON*
IN
______________________________________________________________________________
Page 3 of 5 pages
_______________________________________________________________________________
CUSIP No. 867948101 SCHEDULE 13D
_______________________________________________________________________________
1 NAME OF REPORTING PERSONS
S.S OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Dotmar Corp.
______________________________________________________________________________
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [X]
(b) [ ]
______________________________________________________________________________
3 SEC USE ONLY
______________________________________________________________________________
4 SOURCE OF FUNDS*
00
______________________________________________________________________________
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED
PURSUANT TO ITEM 2(d) OR 2(e) [ ]
______________________________________________________________________________
6 CITIZENSHIP OR PLACE OR ORGANIZATION
Delaware
_______________________________________________________________________________
| |
NUMBER OF | 7 | SOLE VOTING POWER
SHARES | | 696,488
BENEFICIALLY |_____|________________________________________________________
OWNED BY | |
EACH | 8 | SHARED VOTING POWER
REPORTING | | -0-
PERSON WITH |_____|________________________________________________________
| |
| 9 | SOLE DISPOSITIVE POWER
| | 696,488
|_____|________________________________________________________
| |
| 10 | SHARED DISPOSITIVE POWER
| | -0-
_______________|_____|_________________________________________________________
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
696,488
______________________________________________________________________________
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [ ]
______________________________________________________________________________
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
10.9%
______________________________________________________________________________
14 TYPE OF REPORTING PERSON*
CO
______________________________________________________________________________
Page 4 of 5 pages
This Amendment No. 1 to Schedule 13D amends the Schedule 13D initially
filed on October 14, 1997 as follows:
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect
to Securities of the Issuer.
Item 6 as reported on the Schedule 13D is hereby amended as follows:
Section 1 of the Stockholders Agreement dated as of July 31, 1997
among SunSource Inc., Lehman Brothers and certain limited partners of
SDI Partners I, L.P. (the "Senior Executives"), including Marshall
and Dotmar, provides that Lehman Brothers and the Senior Executives
will not sell any shares of Common Stock to any person which to their
knowledge would beneficially own after the sale more than 10% of the
outstanding Common Stock (or more than 15% in certain instances).
Section 2 of the Stockholders Agreement provides that, on matters
submitted to a vote of stockholders, Lehman Brothers and the Senior
Executives agree to vote any shares in excess of the voting power
held by them before the conversion in accordance with the vote of
unaffiliated shares. Section 3 of the Stockholders Agreement provides
for the nomination of nine directors of whom three will be nominated
by management, four will be independent and two will be nominated by
Lehman Brothers so long as their ownership is more than 20% or one if
their ownership is between 10% and 20%. Lehman Brothers and the
Senior Executives agree to vote their shares to carry out this
provision.
The Registration Rights Agreement dated as of July 31, 1997 among
SunSource Inc., Lehman Brothers and the Senior Executives as defined
therein, including Marshall and Dotmar, provides for certain rights
for Lehman Brothers and the Senior Executives with respect to
registration of their shares for sale under the Securities Act of
1933.
Item 7. Material to Be Filed as Exhibits.
Item 7 as reported on the Schedule 13D is hereby amended as follows:
(a) Agreement and Plan of Conversion dated as of July 31, 1997 among
SunSource Inc., SunSource L.P., LPSub Inc., Lehman/SDI, Inc. and the
limited partners of SDI Partners I, L.P. is incorporated herein by
reference to Exhibit 2.1 to Registration Statement No. 333-19077.
(b) Stockholders Agreement dated as of July 31, 1997 among SunSource
Inc., Lehman Brothers and the Senior Executives as defined therein is
incorporated herein by reference to Exhibit 10.2 to Registration
Statement No. 333- 19077.
(c) Registration Rights Agreement dated as of July 31, 1997 among
SunSource Inc., Lehman Brothers and the Senior Executives as defined
therein is incorporated herein by reference to Exhibit 10.1 to
Registration Statement No. 333-19077.
Page 5 of 5 pages
SIGNATURE
After reasonable inquiry and to the best of their knowledge
and belief, the undersigned certify that the information set forth in this
statement is true, complete and correct.
Date: October 17, 1997 /s/ Donald T. Marshall
---------------------------------
Donald T. Marshall
DOTMAR CORP.
By: /s/ Donald T. Marshall
---------------------------
Donald T. Marshall
President