8-K: Current report filing
Published on October 15, 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 28, 2001
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SUNSOURCE INC.
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(Exact Name of Registrant Specified in Charter)
Delaware 1-13293 23-2874736
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(State or Other (Commission File (I.R.S. Employer
Jurisdiction of Number) Identification No.)
Incorporation)
3000 One Logan Square
Philadelphia, Pennsylvania 19103
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(Address of Principal Executive Offices) (Zip Code)
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 2. ACQUISITION OR DISPOSITION OF ASSETS
On September 28, 2001, SunSource Inc. ("SunSource") completed the sale
of substantially all of the assets of its SunSource Technology Services
business (the "STS Business") to STS Operating, Inc., an entity formed by
certain officers and managers of the STS Business, Allied Capital Corporation
and Easton Hunt Capital Partners, L.P. for the purpose of acquiring the STS
Business. STS Operating, Inc. purchased the assets of the STS Business from
SunSource Technology Services, LLC, an indirect wholly-owned subsidiary of
SunSource, pursuant to an Asset Purchase Agreement, dated September 28, 2001,
by and between SunSource Technology Services, LLC and STS Operating, Inc. The
purchase price aggregated approximately $25 million in cash and preferred
stock, subject to post-closing adjustments, plus the assumption of certain
liabilities.
The STS Business was responsible for assembling, distributing,
marketing and selling hydraulic, pneumatic, electronic, filtration and other
related parts and equipment to industrial customers. STS Operating, Inc. will
continue to operate the STS Business with its headquarters in the Chicago area
under the leadership of Justin M. Jacobi, President and CEO.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
Pro forma financial statements reflecting the disposition of
substantially all of the assets of the STS Business have not been prepared but
will be filed within 60 days pursuant to the instructions set forth in Item 7
of Form 8-K of the Securities Exchange Act of 1934.
(c) Exhibits.
Exhibit Number Description of Document
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2.1 Asset Purchase Agreement dated
September 28, 2001, by and
between SunSource Technology
Services, LLC, and STS Operating,
Inc.
99.1 Press Release dated September 28,
2001.
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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 15 , 2001
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Exhibit Index
Exhibit
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2.1 Asset Purchase Agreement dated
September 28, 2001, by and
between SunSource Technology
Services, LLC, and STS Operating,
Inc.
99.1 Press Release dated September 28,
2001.