SC 13D: Schedule filed to report acquisition of beneficial ownership of 5% or more of a class of equity securities
Published on July 19, 2001
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
SunSource Inc.
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(NAME OF ISSUER)
Common Stock, par value $.01 per share
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(TITLE OF CLASS OF SECURITIES)
867948101
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(CUSIP NUMBER)
Rory A. Greiss, Esq.
Kaye Scholer LLP
425 Park Avenue
New York, New York 10022
(212) 836-8261
(NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON
AUTHORIZED TO RECEIVE NOTICES AND COMMUNICATIONS)
July 11, 2001
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(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 THAT IS THE SUBJECT OF THIS SCHEDULE 13D, AND IS
FILING THIS SCHEDULE BECAUSE OF RULE 13d-1(e), 13d-1(f) OR 13d-1(g), CHECK THE
FOLLOWING BOX. /X/
NOTE: Schedules filed in paper format shall include a signed original
and five copies of the schedule, including all exhibits. See Rule 13d-7(b) 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).
(Continued on following pages)
(Page 1 of 9)
* SEE INSTRUCTIONS BEFORE FILLING OUT!
* SEE INSTRUCTIONS BEFORE FILLING OUT!
SCHEDULE 13D
This Schedule 13D, dated July 19, 2001 (this "Statement"), is
filed on behalf of J.B. Capital Partners L.P., a partnership formed under the
laws of the State of Delaware ("JB Capital"), and Alan W. Weber ("Weber") and
relates to the common stock, par value $.01 per share (the "Common Stock"), of
SunSource Inc., a Delaware corporation (the "Company").
ITEM 1. SECURITY AND ISSUER
This Statement relates to the Common Stock of the Company. The
address of the Company's principal executive offices and principal business is
3000 One Logan Square, Philadelphia, PA 19103.
ITEM 2. IDENTITY AND BACKGROUND
This Statement is being filed on behalf of the following Reporting
Persons:
J.B. Capital Partners L.P., a limited partnership formed under the
laws of the State of Delaware
23 Berkley Lane
Rye Brook, New York 10573
JB Capital's principal business is investments in marketable
securities.
Alan W. Weber, a United States citizen
23 Berkley Lane
Rye Brook, New York 10573
Weber's principal business is as the general partner of JB
Capital. By virtue of his position with JB Capital, Mr. Weber has the power to
vote and dispose of the Common Stock owned by JB Capital. Accordingly, the
Reporting Persons are hereby filing a joint Schedule 13D.
The Reporting Persons, to the best knowledge of the Reporting
Persons, have not, during the last five years, been convicted in a criminal
proceeding (excluding traffic violations or similar misdemeanors) or been a
party to a civil proceeding of a judicial or administrative body of 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 prohibiting
or mandating activities subject to, federal or state securities laws or finding
any violation with respect to such laws.
Page 4 of 9 Pages
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
JB Capital utilized its working capital in making its purchases of
Common Stock. The Common Stock purchased by Weber was purchased from his
personal funds.
ITEM 4. PURPOSE OF TRANSACTION
The beneficial ownership of the Common Stock reported herein is
for investment purposes. The Reporting Persons originally filed a Schedule 13G
on May 4, 2001 (the "Schedule 13G"). Based upon information contained in a
Schedule 13e-3 and Schedule 14A filed by the Company with the Securities and
Exchange Commission on July 11, 2001 in which the Company announced a proposed
merger transaction (the "Transaction"), pursuant to which $10.375 per share will
be offered for each share of Common Stock, the Reporting Persons are amending
and changing the Schedule 13G to a Schedule 13D. The Reporting Persons believe
that the per share price to be offered in connection with the Transaction does
not accurately reflect the value of the Common Stock and that the Common Stock
represents an attractive investment opportunity. The Reporting Persons intend to
request open communications with or may attempt to influence the Company's
management to ensure that stockholders receive the full value of their
investment in the Company. Such communications or influence may include
proposals for a merger, sale or liquidation of some or all of the Company's
business or assets, a strategic alliance, a going-private transaction, a
distribution to stockholders, a stock repurchase instituted by the Company or
other similar transaction directed at stockholders receiving the full value of
their investment in the Company.
The Reporting Persons intend to continue to evaluate the Company's
business, financial condition, operating results, capital structure, management,
stock market performance, competitive outlook and other relevant factors. As
part of such evaluations, the Reporting Persons may seek the views of, hold
discussions with and respond to inquiries from representatives of the Company
and other persons regarding the Company's affairs. Depending on such
evaluations, the Reporting Persons may, at any time and from time to time,
purchase additional shares of Common Stock or may dispose of any and all shares
of Common Stock held by them. In the interest of maximizing stockholder value,
the Reporting Persons may from time to time develop plans respecting, or propose
changes in, the management, policies, operations, capital structure or business
of the Company. Such plans or proposals may include or relate to one or more of
the transactions specified in subparagraphs (a) through (j) of Item 4 of
Schedule 13D, including, without limitation, a merger, disposition, sale of the
Company's assets or changes in the Company's capitalization.
Except as set forth above, the Reporting Persons have no current
plan or proposal which relates to, or would result in, any of the actions
enumerated in subparagraphs (a) through (j) of Item 4 of Schedule 13D.
Page 5 of 9 Pages
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
(a) As of July 19, 2001, JB Capital beneficially owns 510,075 shares of Common
Stock, representing 7.42% of the issued and outstanding shares of Common Stock
and Weber beneficially owns 530,575 shares of Common Stock representing 7.7% of
the issued and outstanding shares of Common Stock. The Reporting Persons,
together with The Ravenswood Investment Company, L.P. ("Ravenswood"), WILMAC
Partnership, Ltd. ("WILMAC"), Suzanne Robotti ("Suzanne Robotti"), Robotti &
Company, Incorporated ("Robotti"), Kenneth R. Wasiak ("Wasiak"), Robert Robotti
("Robert Robotti") and William J. Maeck ("Maeck" and, together with Ravenswood,
WILMAC, Suzanne Robotti, Wasiak and Robert Robotti, the "Robotti Group"; the
Robotti Group, together with the Reporting Persons, the "Group"), may be deemed
to be a group within the meaning of Section 13d-3 of the Securities Exchange Act
of 1934, as amended (the "Act"). Weber is currently employed as an analyst by
Robotti. The Robotti Group has concurrently made a separate filing on Schedule
13D with respect to the shares of Common Stock it beneficially owns. As of July
19, 2001, as reported in the Robotti Group Schedule 13D, (i) Ravenswood
beneficially owns 118,125 shares of Common Stock, representing 1.72% of the
issued and outstanding shares of Common Stock; (ii) WILMAC beneficially owns
84,050 shares of Common Stock, representing 1.22% of the issued and outstanding
shares of Common Stock; (iii) Suzanne Robotti beneficially owns 1,000 shares of
Common Stock representing .0145% of the issued and outstanding shares of Common
Stock; (iv) Robotti beneficially owns 161,000 shares of Common Stock,
representing 2.34% of the issued and outstanding shares of Common Stock; (v)
Wasiak beneficially owns 118,125 shares of Common Stock, representing 1.72% of
the issued and outstanding shares of Common Stock; (vi) Robert Robotti
beneficially owns 363,175 shares of Common Stock, representing 5.27% of the
issued and outstanding shares of Common Stock; and (vii) Maeck beneficially owns
84,050 shares of Common Stock, representing 1.22% of the issued and outstanding
shares of Common Stock.
(b) Each Reporting Person has the sole power to vote or direct the vote, and
sole power to dispose or to direct the disposition of each of their respective
shares of Common Stock.
(c) Other than as described in the table below, none of the Reporting Persons
have had any transactions in shares of Common Stock in the past 60 days. The
following table lists all transactions in the shares of Common Stock in the last
60 days by JB Capital:
(d) No person other than the Reporting Persons is known to have the right to
receive nor the power to direct the receipt of dividends from, or the proceeds
from the sale of, such shares of Common Stock beneficially owned by the
Reporting Persons.
(e) Not applicable.
Page 6 of 9 Pages
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR
RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER
The Reporting Persons and the Robotti Group may be deemed to be a
group within the meaning of Section 13d-3 of the Act. While no formal contract,
arrangement or relationship exists between the Reporting Persons and the Robotti
Group, the Group may attempt to act in concert to influence the Company's
management to ensure that stockholders receive the full value of the Common
Stock. Such influence may include proposals for a merger, sale or liquidation of
some or all of the Company's business or assets, a strategic alliance, a
going-private transaction, a distribution to stockholders, a stock repurchase
instituted by the Company or other similar transaction directed at stockholders
receiving the full value of their investment in the Company. Please see Item 5
of this Schedule 13D for a discussion of the relationship between the Reporting
Persons and the Robotti Group.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
Not Applicable.
Page 7 of 9 Pages
SIGNATURE
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.
Date: July 19, 2001 J.B. CAPITAL PARTNERS L.P.
By: /s/ ALAN W. WEBER
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Name: Alan W. Weber
Title: General Partner
Page 8 of 9 Pages
SIGNATURE
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.
Date: July 19, 2001
/s/ ALAN W. WEBER
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Alan W. Weber
Page 9 of 9 Pages