SC 13E3/A: Schedule filed to report going private transactions
Published on August 28, 2001
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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Amendment No. 2 to
SCHEDULE 13E-3
(RULE 13e-100)
TRANSACTION STATEMENT UNDER SECTION 13(e) OF THE SECURITIES
EXCHANGE ACT OF 1934 AND RULE 13e-3 THEREUNDER
SUNSOURCE INC.
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(Name of the Issuer)
SunSource Inc.
Maurice P. Andrien, Jr. James P. Waters
Joseph M. Corvino Dennis G. Blake
Max W. Hillman, Jr. Richard A. Buller
Richard Hillman Kenneth H. Foskey
Stephen W. Miller Michael Mueller
George L. Heredia Mark Yeary
Gary L. Seeds John H. Marshall III
Terry R. Rowe John P. McDonnell
Allied Capital Corporation
Allied Capital Lock Acquisition Corporation
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(Names of Person(s) Filing Statement)
Common Stock
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(Title of Class of Securities)
867948101
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(CUSIP Number of Class of Securities)
Maurice P. Andrien, Jr. William L. Walton
SunSource Inc. Allied Capital Corporation
3000 One Logan Square 1919 Pennsylvania Ave., N.W.
Philadelphia, PA 19103 Washington, D.C. 20006
(215) 282-1290 (202) 331-1112
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(Name, Address, and Telephone Numbers of Person Authorized to Receive Notices
and Communications on Behalf of the Person(s) Filing Statement)
with a copy to:
Thomas J. Sharbaugh Steven B. Boehm
Andrew Hamilton Cynthia M. Krus
Morgan Lewis & Bockius LLP Sutherland Asbill & Brennan LLP
1701 Market St. 1275 Pennsylvania Ave., N.W.
Philadelphia, PA 19103 Washington, D.C. 20004
(215) 963-5000 (202) 383-0100
This statement is filed in connection with (check the appropriate box):
a. [X] The filing of solicitation materials or an information
statement subject to Regulation 14A, Regulation 14C or Rule 13e-3(c) under the
Securities Exchange Act of 1934.
b. [_] The filing of a registration statement under the Securities
Act of 1933.
c. [_] A tender offer.
d. [_] None of the above.
Check the following box if the soliciting materials or information
statement referred to in checking box (a) are preliminary copies: [X]
Check the following box if the filing is a final amendment reporting the
results of the transaction: [_]
* The transaction valuation was determined based upon the 6,900,280
shares of common stock, par value $0.01 per share, proposed to be
acquired by the acquiror.
** The amount of the filing fee, calculated in accordance with Rule
0-11(c) of the Securities Exchange Act of 1934, as amended, equals
1/50th of one percent of the value of the securities proposed to be
acquired.
[X] Check the box if any part of the fee is offset as provided by Exchange
Act Rule 0-11(a)(2) and identify the filing with which the offsetting
fee was previously paid. Identify the previous filing by registration
statement number, or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid: $14,318.08
(2) Form, Schedule or Registration Statement No.: Preliminary
Proxy Statement on Schedule 14A
(3) Filing Party: SunSource Inc.
(4) Date Filed: July 11, 2001
INTRODUCTION
This Rule 13e-3 Transaction Statement on Schedule 13E-3 (the "Schedule
13E-3") is being filed by: (1) SunSource Inc., a Delaware corporation
("SunSource") and the issuer of the equity securities which are the subject of
the transaction, (2) Allied Capital Corporation, a Maryland corporation
("Allied Capital"), (3) Allied Capital Lock Acquisition Corporation, a Delaware
corporation and wholly owned subsidiary of Allied Capital ("Merger Sub") and
(4) Maurice P. Andrien, Jr., Joseph M. Corvino, Max W. Hillman, Jr., Richard
Hillman, Stephen W. Miller, George L. Heredia, Gary L. Seeds, Terry R. Rowe,
James P. Waters, Dennis G. Blake, Richard A. Buller, Kenneth H. Foskey, Michael
Mueller, Mark Yeary, John H. Marshall III, John P. McDonnell, each an individual
and shareholder of SunSource (collectively, the "Filing Persons").
This Schedule 13E-3 relates to the Agreement and Plan of Merger (the
"Merger Agreement"), dated as of June 18, 2001, by and among Allied Capital,
SunSource and Merger Sub, pursuant to which Merger Sub will merge with and into
SunSource, with SunSource as the surviving corporation (the "Merger"). Under the
terms and subject to the conditions of the merger agreement, shareholders of
SunSource will be entitled to receive $10.375 in cash for each share of
SunSource common stock held by them as more fully described in the proxy
statement on Schedule 14A. Upon consummation of the merger, Allied Capital will
own approximately 94% of SunSource, and the Filing Persons will own
approximately 6% of SunSource on a fully diluted basis, taking into account the
rollover options as described in the Proxy Statement (as defined below).
Concurrently with the filing of this Schedule 13E-3, SunSource is
filing with the Securities and Exchange Commission a Preliminary Proxy Statement
on Schedule 14A (together with any amendments filed thereto, the "Proxy
Statement"), relating to the special meeting of shareholders of SunSource, and
any adjournments or postponements thereof, at which the shareholders of
SunSource will consider and vote upon, among other things, a proposal to approve
and adopt the Merger Agreement and approve the Merger. A copy of the Proxy
Statement is attached hereto as Exhibit (a)(1) and a copy of the Merger
Agreement is included as Appendix A to the Proxy Statement and incorporated by
reference therefrom as Exhibit (a)(1)(A) to this Schedule 13E-3.
Pursuant to General Instructions F and G of Schedule 13E-3, Amendment
No. 2 to the Proxy Statement on Schedule 14A was filed via EDGAR on August 28,
2001 and is incorporated herein by reference. Capitalized terms used but not
defined in this Schedule 13E-3 shall have the meanings given to them in the
Proxy Statement. As of the date hereof, the Proxy Statement is in preliminary
form and is subject to completion or amendment.
By filing this Schedule 13E-3, none of the Filing Persons concedes that
Rule 13e-3 is applicable to the merger or the other transactions contemplated by
the merger agreement.
Item 1. SUMMARY TERM SHEET.
The information set forth under "Summary Term Sheet" and "Questions and
Answers about the Merger" in the Proxy Statement is incorporated herein by
reference.
Item 2. SUBJECT COMPANY INFORMATION.
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(a) NAME AND ADDRESS. The information set forth on the cover page to the
Proxy Statement and in the section entitled "Summary Term Sheet - Parties to
the Merger" is incorporated herein by reference.
(b) SECURITIES. The information set forth under "The SunSource Special
Meeting - Voting Information" in the Proxy Statement is incorporated herein by
reference.
(c) TRADING MARKET AND PRICE. The information set forth under "Price
Range of Common Stock" in the Proxy Statement is incorporated herein by
reference.
(d) DIVIDENDS. The information set forth under "Information Relating to
SunSource - Dividends" in the Proxy Statement is incorporated herein by
reference.
(e) PRIOR PUBLIC OFFERINGS. The information set forth under
"Transactions in Common Stock by Certain Persons - 1998 Public Offering" is
incorporated herein by reference.
(f) PRIOR STOCK PURCHASES. The information set forth under
"Transactions in Common Stock by Certain Persons" in the Proxy Statement is
incorporated herein by reference.
Item 3. IDENTITY AND BACKGROUND OF FILING PERSON.
(a)-(c) NAME AND ADDRESS, BUSINESS AND BACKGROUND OF ENTITIES AND
BUSINESS AND BACKGROUND OF NATURAL PERSONS. The information set forth under
"Management of SunSource", "Information about the Continuing Shareholders" and
"Management of Allied Capital" in the Proxy Statement is incorporated herein by
reference.
Item 4. TERMS OF THE TRANSACTION.
(a) MATERIAL TERMS. The information set forth under "Summary Term
Sheet," "The Merger Proposal" and "The Merger Agreement" is incorporated herein
by reference. Appendix A to the Proxy Statement and Exhibits (d)(1), (d)(2),
(d)(3), (d)(4) and (d)(5) to this Schedule 13E-3 also are incorporated herein
by reference in their entirety.
(b) DIFFERENT TERMS. The information set forth under "Summary Term
Sheet - The Merger Proposal," "Summary Term Sheet - Interests of SunSource's
Officers and Directors in the Merger," "Summary Term Sheet - Related
Transactions," "The Merger Proposal - Interests of Certain Persons in the
Merger," "The Merger Proposal - Related Transactions" and "The Merger Proposal
- - Change of Control Benefits" is incorporated herein by reference. Appendix A
to the Proxy Statement and Exhibits (d)(1), (d)(2), (d)(3), (d)(4), (d)(5),
(d)(8), (e)(1) and (e)(2) to this Schedule 13E-3 are incorporated herein by
reference.
(c) APPRAISAL RIGHTS. The information set forth under "The Merger
Proposal - Dissenters' Rights of Appraisal" in the Proxy Statement is hereby
incorporated by reference.
(d) PROVISIONS FOR UNAFFILIATED SECURITY HOLDERS. None.
(e) ELIGIBILITY FOR LISTING OR TRADING. Not Applicable.
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Item 5. PAST CONTACTS, TRANSACTIONS, NEGOTIATIONS AND AGREEMENTS.
(a)-(c) TRANSACTIONS, SIGNIFICANT CORPORATE EVENTS, NEGOTIATIONS OR
CONTACTS. The information set forth under "The Merger Proposal - Background of
the Merger," "The Merger Agreement," "The Merger Proposal - Interest of Certain
Persons in the Merger," "The Merger Proposal - Related Transactions,"
"Information Relating to SunSource" and "Transactions in Common Stock by Certain
Persons" in the proxy statement is incorporated herein by reference. Exhibits
(d)(1), (d)(2), (d)(3), (d)(4), (d)(5), (d)(6), (d)(7), (e)(1) and (e)(2) to
this Schedule 13E-3 also are incorporated herein by reference in their
respective entireties.
(e) AGREEMENTS INVOLVING THE SUBJECT COMPANY'S SECURITIES. The
information set forth under "The SunSource Special Meeting - Voting
Information," "The Merger Proposal - Equity Purchase," "The Merger
Proposal-Interests of Certain Persons in the Merger," "The Merger Agreement,"
in the Proxy Statement is incorporated herein by reference. Appendix A to the
Proxy Statement and Exhibits (d)(1), (d)(2), (d)(3), (d)(4), (d)(5), (d)(6),
(d)(7), (e)(1) and (e)(2) to this Schedule 13E-3 also are incorporated herein by
reference in their respective entireties.
Item 6. PURPOSES OF THE TRANSACTION AND PLANS OR PROPOSALS.
(a) USE OF SECURITIES ACQUIRED. The information set forth under
"The Merger Proposal" and "Allied Capital's Reasons for the Merger" in the Proxy
Statement is incorporated herein by reference.
(b) PLANS.
(1)-(2) The information set forth under "The Merger Proposal,"
"The Merger Proposal - Related Transactions," "The Merger Agreement," and
"Information Relating to SunSource" in the Proxy Statement is incorporated
herein by reference.
(3) Not Applicable.
(4)-(5) The information set forth under "The Merger
Proposal," "The Merger Agreement," "The Merger Proposal - Interests of Certain
Persons in the Merger" and "The Merger Proposal - Related Transactions" in the
Proxy Statement is incorporated herein by reference. Exhibits (d)(1), (d)(2),
(d)(3), (d)(4), (d)(5), (d)(6), (d)(7) and (e)(1) to this Schedule 13E-3 also
are incorporated herein by reference in their respective entireties.
(6)-(8) The information set forth under "Summary Term Sheet," "The
Merger Agreement - Delisting and Deregistration of SunSource Common Stock" and
"The Merger Proposal - Trust Preferred Securities" in the Proxy Statement is
incorporated herein by reference.
Item 7. PURPOSES, ALTERNATIVES, REASONS AND EFFECTS IN A GOING-PRIVATE
TRANSACTION.
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(a) PURPOSES. The information set forth under "The Merger Proposal" "The
Merger Proposal - Reasons for the Recommendation of the SunSource Board of
Directors and "The Merger Proposal - Allied Capital's Reasons for the Merger" in
the Proxy Statement is incorporated herein by reference.
(b) ALTERNATIVES. The information set forth under "The Merger Proposal -
Background to the Merger," and "The Merger Proposal - Fairness Opinion of
SunSource's Financial Advisor" in the Proxy Statement is incorporated herein by
reference.
(c) REASONS. The information set forth under "The Merger Proposal -
Reasons for the Recommendation of the SunSource Board of Directors," "The Merger
Prosposal - Allied Capital's Reasons for the Merger" and "The Merger Proposal -
Fairness Opinion of SunSource's Financial Advisor" in the Proxy Statement is
incorporated herein by reference. Appendix B to the Proxy Statement and Exhibits
(c)(1), (c)(2), (c)(3), (c)(4), and (c)(5) to this Schedule 13E-3 also are
incorporated herein by reference in their respective entireties.
(d) EFFECTS. The information set forth under "The Merger Proposal - The
Exchange," "The Merger Proposal - Interests of Certain Persons in the Merger,"
"The Merger Proposal - Related Transactions," "The Merger Proposal - Change of
Control Benefits," "The Merger Agreement," "The Merger Agreement - Material
Federal Income Tax Consequences" and "Security Ownership of Certain Beneficial
Owners and Management of SunSource" in the Proxy Statement is incorporated
herein by reference. Appendix A to the Proxy Statement and Exhibits (a)(1)(4)
(d)(5), (d)(6), (d)(7), (e)(1) and (e)(2) to this Schedule 13E-3 also are
incorporated herein by reference in their respective entireties.
Item 8. FAIRNESS OF THE TRANSACTION.
(a) FAIRNESS. The information set forth under "The Merger Proposal -
Reasons for the Recommendation of SunSource's Board of Directors," "The Merger
Proposal - Recommendation of SunSource's Board of Directors," "The Merger
Proposal - Allied Capital's Reasons for the Merger," "The Merger Proposal -
Belief of the Filing Persons in the Fairness of the Merger," "The Merger
Proposal - Fairness Opinion of SunSource's Financial Advisor" and "The
Merger-Interests of Certain Persons in the Merger" in the Proxy Statement is
incorporated herein by reference. Appendix B to the Proxy Statement is
incorporated herein by reference. Exhibits (c)(1), (c)(2), (c)(3), (c)(4) and
(c)(5) to this Schedule 13E-3 are incorporated herein by reference in their
respective entireties.
(b) FACTORS CONSIDERED IN DETERMINING FAIRNESS. The information set
forth under "The Merger Proposal - Reasons for the Recommendation of SunSource's
Board of Directors, " "The Merger Proposal - Recommendation of SunSource's Board
of Directors," "The Merger Proposal - Fairness Opinion of SunSource's Financial
Advisor," "The Merger Proposal - Belief of the Filing Persons in the Fairness of
the Merger" and "The Merger Proposal - Interests of Certain Persons in the
Merger" in the Proxy Statement is incorporated herein by reference. Appendix
B to the Proxy Statement also is incorporated herein by reference in its
entirety. Exhibits (c)(1), (c)(2), (c)(3), (c)(4) and (c)(5) to this Schedule
13E-3 are incorporated herein by reference in their respective entireties.
(c) APPROVAL OF SECURITY HOLDERS. The information set forth under "The
SunSource Special Meeting - Voting Information," "The Merger Proposal -
Belief of the Filing Persons in the Fairness of the Merger" and in the Proxy
Statement is incorporated herein by reference. Exhibits (d)(1), (d)(5) and (f)
to this Schedule 13E-3 are incorporated herein by reference in their respective
entireties.
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(d) UNAFFILIATED REPRESENTATIVES. The information set forth under "The
Merger Proposal - Background of the Merger," "The Merger Proposal - Reasons for
the Recommendation of SunSource's Board of Directors," "The Merger Proposal -
Interests of Certain Persons in the Merger" and "The Merger Proposal - Belief
of the Filing Persons in the Fairness of the Merger" in the Proxy Statement is
incorporated herein by reference. Appendix B to the Proxy Statement is
incorporated herein by reference in its entirety. Exhibits (c)(1) and (c)(5) to
this Schedule 13E-3 is incorporated herein by reference in their respective
entireties.
(e) APPROVAL OF DIRECTORS. The information set forth under "The Merger
Proposal - Reasons for the Recommendation of SunSource's Board of Directors,"
"The Merger Proposal - Recommendation of SunSource's Board of Directors," "The
Merger Proposal - Background of the Merger," "The Merger Proposal - Belief of
the Filing Persons in the Fairness of the Merger," and "The Merger-Interests of
Certain Persons in the Merger" in the Proxy Statement is incorporated herein by
reference.
(f) OTHER OFFERS. The information set forth under "The Merger Proposal -
Background of the Merger," "The Merger Proposal - Reasons for the
Recommendation of SunSource's Board of Directors" and "The Merger Proposal -
Recommendation of SunSource's Board of Directors" in the Proxy Statement is
incorporated herein by reference.
Item 9. REPORTS, OPINIONS, APPRAISALS AND NEGOTIATIONS.
(a)-(c) REPORT, OPINION OR APPRAISAL, PREPARER AND SUMMARY OF THE
REPORT, OPINION OR APPRAISAL AND AVAILABILITY OF DOCUMENTS. The information set
forth under "The Merger Proposal - Fairness Opinion of SunSource's Financial
Advisor" in the Proxy Statement is incorporated herein by reference. Appendix B
to the Proxy Statement also is incorporated herein by reference in its entirety.
Exhibits (c)(1), (c)(2), (c)(3), (c)(4) and (c)(5) are incorporated herein by
reference in their respective entireties.
Item 10. SOURCE OR AMOUNT OF FUNDS OR OTHER CONSIDERATION.
(a), (b), (d) SOURCE OF FUNDS, CONDITIONS, BORROWED FUNDS. The
information set forth in "The Merger Proposal - Financing the Merger" in the
Proxy Statement is incorporated herein by reference. Exhibit (b) to this
Schedule 13E-3 is hereby incorporated by reference in its entirety.
(c) EXPENSES. The information set forth under "The Merger Agreement
- -Termination; Fees" and "The Merger Agreement -- Expenses and Fees" in the
Proxy Statement is incorporated herein by reference.
Item 11. INTEREST IN SECURITIES OF THE SUBJECT COMPANY.
(a) SECURITIES OWNERSHIP. The information set forth under "The Merger
Proposal -Interests of Certain Persons in the Merger," "The Merger Proposal -
Equity Purchase," "The Merger Proposal - Change of Control Benefits"
and "Information Relating to SunSource - Security Ownership of Certain
Beneficial Owners and Management of SunSource" in the Proxy Statement is
incorporated herein by reference.
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(b) SECURITIES TRANSACTIONS. The information set forth under
"Transactions in Common Stock by Certain Persons" in the Proxy Statement is
incorporated herein by reference.
Item 12. THE SOLICITATION OR RECOMMENDATION.
(a) INTENT TO TENDER OR VOTE IN A GOING-PRIVATE TRANSACTION. The
information set forth under "The SunSource Special Meeting - Voting
Information," "The Merger Proposal-Interests of Certain Persons in the Merger"
and "The Merger Agreement" in the Proxy Statement is incorporated herein by
reference. Exhibits (d)(1) and (d)(4) to this Schedule 13E-3 also are
incorporated herein by reference in their respective entireties.
(b) RECOMMENDATIONS OF OTHERS. The information set forth under "The
Merger Proposal - Recommendation of SunSource's Board of Directors," "The Merger
Proposal - Fairness Opinion of SunSource's Financial Advisor" and "The Merger
Proposal - Belief of the Filing Persons in the Fairness of the Merger" in the
Proxy Statement is incorporated herein by reference.
Item 13. FINANCIAL STATEMENTS.
(a) FINANCIAL INFORMATION. The information set forth under "Selected
Consolidated Financial Data" and the Financial Statements set forth under "Index
to Financial Statements" in the Proxy Statement are incorporated herein by
reference.
(b) PRO FORMA INFORMATION. Not Applicable.
Item 14. PERSONS/ASSETS RETAINED, EMPLOYED, COMPENSATED OR USED.
(a), (b) SOLICITATIONS OR RECOMMENDATIONS, EMPLOYEES AND CORPORATE
ASSETS. The information set forth under "The SunSource Special Meeting," "The
Merger Proposal - Fairness Opinion of SunSource's Financial Advisor" and "The
Merger Agreement -Termination; Fees" in the Proxy Statement is incorporated
herein by reference.
Item 15. ADDITIONAL INFORMATION.
(a) OTHER MATERIAL INFORMATION. The information contained in the Proxy
Statement, all Appendices to the Proxy Statement and Exhibits to this
Schedule 13E-3 are incorporated herein by reference in their respective
entireties.
Item 16. EXHIBITS.
(a)(1)* Amendment No. 2 to the Preliminary Proxy Statement on Schedule
14A filed with the Securities and Exchange Commission on August
28, 2001.
(a)(1)(A)* Plan and Agreement of Merger dated as of June 18, 2001 by
and among SunSource Inc., Allied Capital Corporation and Allied
Capital Lock Acquisition Corporation, filed as Appendix A to
Amendment No. 2 to the Preliminary Proxy Statement on Schedule
14A as filed with the Securities and Exchange Commission August
28, 2001.
(a)(2)* Press Release dated July 2, 2001 filed as Additional Proxy
Material on July 2, 2001.
(a)(5)* Press Release filed as Exhibit 99.1 to the Current Report on
Form 8-K as filed by SunSource Inc. with the Securities and
Exchange Commission on June 21, 2001.
(b)* Second Amended and Restated Credit Agreement dated as of
August 3, 2001, by and among Allied Capital, as borrower, Bank
of America, N.A., as administrative agent, Banc of America
Securities LLC, as sole lead arranger and sole book manager,
First Union National Bank, as syndication Agent, Fleet National
Bank, as documentation Agent, Riggs Bank, N.A., as managing
agent and Credit Lyonnais New York Branch, Branch Banking &
Trust Co., Chevy Chase Bank, F.S.B. and Deutsche Bank AG, New
York, as co-agents, filed as exhibit f.2.g to Allied Capital's
registration statement on Form N-2 filed on Allied Capital's
behalf with the Securities and Exchange Commission on August 10,
2001 (File No. 333-67336).
(c)(1)* Fairness opinion of Janney Montgomery Scott LLC, filed as
Appendix B to the Preliminary Proxy Statement on Schedule 14A
as filed with the Securities and Exchange Commission July 11,
2001.
(c)(2)* Presentation to the Board of Directors of SunSource by Janney
Montgomery Scott LLC dated April 19, 2001.
(c)(3)* Presentation to the Board of Directors of SunSource by Janney
Montgomery Scott LLC dated June 15, 2001.
(c)(4)* Presentation to the Board of Directors of SunSource by Janney
Montgomery Scott LLC dated August 15, 2001.
(c)(5)* Fairness opinion of Janney Montgomery Scott LLC, filed as
Appendix B to Amendment No. 2 to the Preliminary Proxy
Statement on Schedule 14A as filed with the Securities and
Exchange Commission on August 28, 2001.
(d)(1)* Voting and Support Agreement.
(d)(2)+* Form of Equity Purchase Agreement.
(d)(3)* Escrow Agreement dated as of June 18, 2001 by and among Max W.
Hillman, Jr., Richard P. Hillman, Gary Seeds, Dennis Blake
John McDonnell, Allied Capital Corporation and Citibank, N.A.
(d)(4)* Joinder Agreement dated as of July 16, 2001, by and among Terry
Rowe, Jim Waters, John Marshall, Ken Foskey, Rick Buller and
Gary Seeds, Max Hillman as representative of the Purchasers,
Allied Capital and Citibank, N.A.
(d)(5)* Form of Stockholders Agreement.
(d)(6)* Termination Agreement dated as of June 18, 2001 by and among
SunSource, Lehman Brothers, Donald T. Marshall, John P.
McDonnell, Norman V. Edmonson, Harold Cornelius, Max W. Hillman,
Joseph M. Corvino and the respective S corporations of Marshall,
McDonnell, Edmonson, Cornelius, Hillman and Corvino.
(d)(7)* Amendment of Rights Agreement dated as of June 18, 2001 by and
between SunSource and Registrar and Transfer Company.
(d)(8)* Form of Series B preferred stock Certificate of Designation.
(e)(1)++* Employment Agreement by and between SunSource Inc. and Maurice
P. Andrien, Jr. entered into June 18, 2001.
(e)(2)* Employment Agreement by and between SunSource Inc. and Stephen
W. Miller entered into June 18, 2001.
(f)* Section 262 of the Delaware General Corporation Law,
incorporated by reference to Appendix C to Amendment No. 2 to
the Preliminary Proxy Statement on Schedule 14A as filed with
the Securities and Exchange Commission August 28, 2001.
- ---------------------------------
* Previously Filed.
+ The following is a list of persons who entered into Equity
Purchase Agreements on June 18, 2001 and the material details in
which such Equity Purchase Agreements differ from the Form of
Equity Purchase Agreement attached hereto as Exhibit (d)(2):
++ The following is a list of persons who entered into Employment
Agreements on June 18, 2000 and the material details in which
such Employment Agreements differ from the Employment
Agreement attached hereto as Exhibit (e)(1):
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SIGNATURE
After due 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: August 28, 2001
SUNSOURCE INC.
By: /s/ Maurice P. Andrien, Jr.
----------------------------------
Name: Maurice P. Andrien, Jr.
Title: Chief Executive Officer
By: /s/ Joseph M. Corvino
----------------------------------
Name: Joseph M. Corvino
Title: Chief Financial Officer
ALLIED CAPITAL CORPORATION
By: /s/ Joan M. Sweeney
----------------------------------
Name: Joan M. Sweeney
Title: Managing Director and
Chief Operating Officer
ALLIED CAPITAL LOCK ACQUISITION
CORPORATION
By: /s/ Daniel L. Russell
----------------------------------
Name: Daniel L. Russell
Title: Secretary
/s/ MAURICE P. ANDRIEN, JR.
----------------------------------
MAURICE P. ANDRIEN, JR.
/s/ JOSEPH M. CORVINO
----------------------------------
JOSEPH M. CORVINO
/s/ MAX W. HILLMAN
----------------------------------
MAX W. HILLMAN
/s/ RICHARD HILLMAN
----------------------------------
RICHARD HILLMAN
/s/ STEPHEN W. MILLER
----------------------------------
STEPHEN W. MILLER
/s/ GEORGE L. HEREDIA
----------------------------------
GEORGE L. HEREDIA
/s/ GARY L. SEEDS
----------------------------------
GARY L. SEEDS
/s/ TERRY R. ROWE
----------------------------------
TERRY R. ROWE
/s/ JAMES P. WATERS
----------------------------------
JAMES P. WATERS
/s/ DENNIS G. BLAKE
-----------------------------------
DENNIS G. BLAKE
/s/ RICHARD A. BULLER
----------------------------------
RICHARD A. BULLER
/s/ KENNETH H. FOSKEY
----------------------------------
KENNETH H. FOSKEY
/s/ MICHAEL MUELLER
----------------------------------
MICHAEL MUELLER
/s/ MARK YEARY
----------------------------------
MARK YEARY
/s/ JOHN H. MARSHALL, III
----------------------------------
JOHN H. MARSHALL, III
/s/ JOHN P. MCDONNELL
----------------------------------
JOHN P. MCDONNELL
8
EXHIBIT INDEX
(a)(1)* Amendment No. 2 to the Preliminary Proxy Statement on Schedule
14A filed with the Securities and Exchange Commission on August
28, 2001.
(a)(1)(A)* Plan and Agreement of Merger dated as of June 18, 2001 by
and among SunSource Inc., Allied Capital Corporation and Allied
Capital Lock Acquisition Corporation, filed as Appendix A to
Amendment No. 2 to the Preliminary Proxy Statement on Schedule
14A as filed with the Securities and Exchange Commission August
28, 2001.
(a)(2)* Press Release dated July 2, 2001 filed as Additional Proxy
Material on July 2, 2001.
(a)(5)* Press Release filed as Exhibit 99.1 to the Current Report on
Form 8-K as filed by SunSource Inc. with the Securities and
Exchange Commission on June 21, 2001.
(b)* Second Amended and Restated Credit Agreement dated as of
August 3, 2001, by and among Allied Capital, as borrower, Bank
of America, N.A., as administrative agent, Banc of America
Securities LLC, as sole lead arranger and sole book manager,
First Union National Bank, as syndication Agent, Fleet National
Bank, as documentation Agent, Riggs Bank, N.A., as managing
agent and Credit Lyonnais New York Branch, Branch Banking &
Trust Co., Chevy Chase Bank, F.S.B. and Deutsche Bank AG, New
York, as co-agents, filed as exhibit f.2.g to Allied Capital's
registration statement on Form N-2 filed on Allied Capital's
behalf with the Securities and Exchange Commission on August 10,
2001 (File No. 333-67336).
(c)(1)* Fairness opinion of Janney Montgomery Scott LLC, filed as
Appendix B to the Preliminary Proxy Statement on Schedule 14A
as filed with the Securities and Exchange Commission July 11,
2001.
(c)(2)* Presentation to the Board of Directors of SunSource by Janney
Montgomery Scott LLC dated April 19, 2001.
(c)(3)* Presentation to the Board of Directors of SunSource by Janney
Montgomery Scott LLC dated June 15, 2001.
(c)(4)* Presentation to the Board of Directors of SunSource by Janney
Montgomery Scott LLC dated August 15, 2001.
(c)(5)* Fairness opinion of Janney Montgomery Scott LLC, filed as
Appendix B to Amendment No. 2 to the Preliminary Proxy
Statement on Schedule 14A as filed with the Securities and
Exchange Commission August 28, 2001.
(d)(1)* Voting and Support Agreement.
(d)(2)+* Form of Equity Purchase Agreement.
(d)(3)* Escrow Agreement dated as of June 18, 2001 by and among Max W.
Hillman, Jr., Richard P. Hillman, Gary Seeds, Dennis Blake,
John McDonnell, Allied Capital Corporation and Citibank, N.A.
(d)(4)* Joinder Agreement dated as of July 16, 2001, by and among Terry
Rowe, Jim Waters, John Marshall, Ken Foskey, Rick Buller and
Gary Seeds, Max Hillman as representative of the Purchasers,
Allied Capital and Citibank, N.A.
(d)(5)* Form of Stockholders Agreement.
(d)(6)* Termination Agreement dated as of June 18, 2001 by and among
SunSource, Lehman Brothers, Donald T. Marshall, John P.
McDonnell, Norman V. Edmonson, Harold Cornelius, Max W. Hillman,
Joseph M. Corvino and the respective S corporations of Marshall,
McDonnell, Edmonson, Cornelius, Hillman and Corvino.
(d)(7)* Amendment of Rights Agreement dated as of June 18, 2001 by and
between SunSource and Registrar and Transfer Company.
(d)(8)* Form of Series B preferred stock Certificate of Designation.
(e)(1)++* Employment Agreement by and between SunSource Inc. and Maurice
P. Andrien, Jr. entered into June 18, 2001.
(e)(2)* Employment Agreement by and between SunSource Inc. and Stephen
W. Miller entered into June 18, 2001.
(f)* Section 262 of the Delaware General Corporation Law,
incorporated by reference to Appendix C to Amendment No. 2 to
the Preliminary Proxy Statement on Schedule 14A as filed with
the Securities and Exchange Commission August 28, 2001.
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* Previously Filed.
+ The following is a list of persons who entered into Equity
Purchase Agreements on June 18, 2001 and the material details in
which such Equity Purchase Agreements differ from the Form of
Equity Purchase Agreement attached hereto as Exhibit (d)(2):
++ The following is a list of persons who entered into Employment
Agreements on June 18, 2000 and the material details in which
such Employment Agreements differ from the Employment
Agreement attached hereto as Exhibit (e)(1):
9