8-K: Current report filing
Published on October 10, 2001
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported): September 25, 2001
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SUNSOURCE INC.
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(Exact Name of Registrant Specified in Charter)
Registrant's telephone number, including area code: (215) 282-1290
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(Former Name or Former Address, if Changed Since Last Report)
ITEM 1. CHANGE IN CONTROL OF REGISTRANT
On June 18, 2001, SunSource Inc. ("SunSource") filed a Form 8-K
announcing the execution of an Agreement and Plan of Merger (the "Merger
Agreement") by SunSource, Allied Capital Corporation, a Maryland corporation
("Allied Capital"), and Allied Capital Lock Acquisition Corporation, a Delaware
corporation and a wholly owned subsidiary of Allied ("Merger Sub"), pursuant to
which Merger Sub would be merged into SunSource (the "Merger"). On September 25,
2001, the stockholders of SunSource voted at a special meeting of the
stockholders to approve the Merger. The Certificate of Merger was effective
September 26, 2001, and the Merger was thereby consummated.
Prior to the Merger, a new class of preferred stock, Series B Preferred
Stock, $.01 par value per share, of SunSource ("Series B Preferred Stock"), was
authorized and designated and certain shares of the common stock, $.01 par value
per share, of SunSource ("SunSource Common Stock"), held by members of
management and other stockholders who will continue their ownership in SunSource
after the Merger were exchanged for an equal number of shares of Series B
Preferred Stock. At the effective time of the Merger, (a) each share of
SunSource Common Stock outstanding was converted into the right to receive
$10.375 in cash (the "Merger Consideration"), (b) each share of Series B
Preferred Stock was converted into one share of SunSource Common Stock to remain
outstanding after the Merger and (c) each share of common stock, par value $.01
per share, of Merger Sub outstanding at the effective time was converted into
SunSource Common Stock to remain outstanding after the Merger. The Merger
Consideration was financed by Allied Capital from cash on hand. As a result of
the Merger, Allied Capital now owns approximately 94% of the outstanding
SunSource Common Stock and approximately 6% is owned by the continuing
stockholders.
The Merger Agreement was filed as Exhibit 2.1 to the Form 8-K announcing
the execution of the Merger Agreement on June 18, 2001, and the press release
relating to the completion of the Merger is filed as Exhibit 99.1 to this Form
8-K, and both Exhibits are incorporated herein by reference.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(c) Exhibits.
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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 hereunto duly authorized.
SUNSOURCE INC.
By /s/ Joseph M. Corvino
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Joseph M. Corvino
Senior Vice President and Chief
Financial Officer
Dated: October 10, 2001
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Exhibit Index