SUNSOURCE INC
8-A12B, 1997-08-21
MACHINERY, EQUIPMENT & SUPPLIES
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                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    Form 8-A

                For Registration of Certain Classes of Securities
                     Pursuant to Section 12(b) or (g) of the
                         Securities Exchange Act of 1934

                                 SunSource Inc.
             -----------------------------------------------------
             (Exact name of registrant as specified in its charter)





             Delaware                                   23-2874736
- ----------------------------------------    ------------------------------------
(State of incorporation or organization)    (I.R.S. Employer Identification No.)

       2600 One Logan Square
          Philadelphia, PA                                19103
- ----------------------------------------                ----------
(Address of principal executive offices)                (Zip Code)



If this Form relates to the registration of a class of debt securities and is
effective upon filing pursuant to General Instruction A(c)(1), please check the
following box. [ ]

If this Form relates to the registration of a class of debt securities and is to
become effective simultaneously with the effectiveness of a concurrent
registration statement under the Securities Act of 1933 pursuant to General
Instruction A(c)(2), please check the following box. [ ]


        Securities to be registered pursuant to Section 12(b) of the Act:


          Title of each class                  Name of each exchange on which
          to be so registered                  each class is to be registered
          -------------------                  ------------------------------
             Common Stock                          New York Stock Exchange

  11.6% Junior Subordinated Debentures

     Preferred Securities Guarantee





        Securities to be registered pursuant to Section 12(g) of the Act:

                                      None
        -----------------------------------------------------------------
                                (Title of class)


<PAGE>



Item 1.   Description of Registrant's Securities to be Registered.
          --------------------------------------------------------
          The section "DESCRIPTION OF CAPITAL STOCK -- Common Stock," to be
included in a form of prospectus which will subsequently be filed by SunSource
Inc. and SunSource Capital Trust pursuant to Rule 424 of the Securities Act of
1933, as amended, shall be deemed incorporated by reference into this
registration statement and will include a description of the Common Stock of
SunSource Inc.

          The section "DESCRIPTION OF JUNIOR SUBORDINATED DEBENTURES," to be
included in a form of prospectus which will subsequently be filed by SunSource
Inc. and SunSource Capital Trust pursuant to Rule 424 of the Securities Act of
1933, as amended, shall be deemed incorporated by reference into this
registration statement and will include a description of the 11.6% Junior
Subordinated Debentures of SunSource Inc.

          The section "DESCRIPTION OF PREFERRED SECURITIES GUARANTEE," to be
included in a form of prospectus which will subsequently be filed by SunSource
Inc. and SunSource Capital Trust pursuant to Rule 424 of the Securities Act of
1933, as amended, shall be deemed incorporated by reference into this
registration statement and will include a description of the guarantee of the
11.6% Trust Preferred Securities of SunSource Capital Trust by SunSource Inc.

Item 2.   Exhibits.
          ---------
     1.   Form of Amended and Restated Certificate of Incorporation of SunSource
          Inc. (Incorporated by reference to Annex 1 to Exhibit 2.1 to the
          Registration Statement on Form S-4 (File No. 333-19077) of the
          Registrant, as amended.)

     2.   Bylaws of the SunSource Inc. (Incorporated by reference to Annex 2 to
          Exhibit 2.1 to the Registration Statement on Form S-4 (File No. 333-
          19077) of the Registrant, as amended.)

     3.   Form of Indenture between the Registrant and The Bank of New York
          relating to the 11.6% Junior Subordinated Debentures. (Incorporated by
          reference to Exhibit 4.2 to the Registration Statement on Form S-4
          (File No. 333-19077) of the Registrant, as amended.)

     4.   Form of Amended and Restated Declaration of Trust of SunSource Capital
          Trust. (Incorporated by reference to Exhibit 4.1 to the Registration
          Statement on Form S-4 (File No. 333-19077) of the Registrant, as
          amended.)

     5.   Form of Preferred Securities Guarantee. (Incorporated by reference to
          Exhibit 4.3 to the Registration Statement on Form S-4 (File No. 333-
          19077) of the Registrant, as amended.)


<PAGE>


                                    SIGNATURE


         Pursuant to the requirements of Section 12 of the Securities Exchange
Act of 1934, the registrant has duly caused this registration statement to be
signed on its behalf by the undersigned, thereto duly authorized.



Date: August 18, 1997                          SUNSOURCE INC.


                                               By: /s/ Joseph M. Corvino
                                                  ------------------------------
                                               Name:   Joseph M. Corvino
                                               Title:  Vice President - Finance,
                                                       Chief Financial Officer






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