UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Amendment No. 1
Under the Securities Exchange Act of 1934
SUNSOURCE INC.
(Name of Issuer)
Common Stock, par value $0.01
(Title of Class of Securities)
867948101000
(CUSIP Number)
Jennifer Marre
Secretary
Lehman Brothers Holdings Inc.
3 World Financial Center, 24th Floor
New York, NY 10285
(212)526-1936
(Name, Address and Telephone Number of Person Authorized to
Receive Notice and Communications)
March 19, 1998
(Date of Event which required Filing of This Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box [ ].
<PAGE>
CUSIP No.
867948101000
1) Names of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Lehman Brothers Holdings Inc.
13-3216325
2) Check the Appropriate box if a Member of a Group (see instructions)
(a) [X]
(b) [ ]
3) SEC Use Only
4) Source of Funds (see instructions)
OO
5) Check Box if Disclosure of Legal Proceedings is Required
Pursuant to Items 2(d) or 2(E)
[ ]
6) Citizenship or Place of Organization
Delaware
Number of Shares Beneficially Owned by Each Reporting Person With:
7) Sole Voting Power
524,106
8) Shared Voting Power
-0-
9) Sole Dispositive Power
524,106
10)Shared Dispositive Power
-0-
11)Aggregate Amount Beneficially Owned by Each Reporting Person
524,106
<PAGE>
12) Check if the Aggregate Amount in Row (9) Excludes Certain Shares
[ ]
13) Percent of Class Represented by Amount in Row 9
7.6%
14) Type of Reporting Person
HC/CO
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.
Dated: March 19, 1998
LEHMAN BROTHERS HOLDINGS INC.
By: /s/ Jennifer Marre
---------------------
Name: Jennifer Marre
Title: Vice President and
Secretary
<PAGE>
CUSIP No.
867948101000
1) Names of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Lehman Brothers Inc.
13-2518466
2) Check the Appropriate box if a Member of a Group (see instructions)
(a) [X]
(b) [ ]
3) SEC Use Only
4) Source of Funds (see instructions)
OO
5) Check Box if Disclosure of Legal Proceedings is Required
Pursuant to Items 2(d) or 2(E)
[X]
6) Citizenship or Place of Organization
Delaware
Number of Shares Beneficially Owned by Each Reporting Person With:
7) Sole Voting Power
524,106
8) Shared Voting Power
-0-
9) Sole Dispositive Power
524,106
10) Shared Dispositive Power
-0-
11) Aggregate Amount Beneficially Owned by Each Reporting Person
524,106
<PAGE>
12) Check if the Aggregate Amount in Row (9) Excludes Certain Shares
[ ]
13) Percent of Class Represented by Amount in Row 9
7.6%
14) Type of Reporting Person
BD/CO
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.
Dated: March 19, 1998
LEHMAN BROTHERS INC.
By: /s/ Jennifer Marre
---------------------
Name: Jennifer Marre
Title: Vice President and
Secretary
<PAGE>
CUSIP No.
867948101000
1) Names of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
LB I Group Inc.
13-2741778
2) Check the Appropriate box if a Member of a Group (see instructions)
(a) [X]
(b) [ ]
3) SEC Use Only
4) Source of Funds (see instructions)
OO
5) Check Box if Disclosure of Legal Proceedings is Required
Pursuant to Items 2(d) or 2(E)
[ ]
6) Citizenship or Place of Organization
Delaware
Number of Shares Beneficially Owned by Each Reporting Person With:
7) Sole Voting Power
-0-
8) Shared Voting Power
-0-
9) Sole Dispositive Power
-0-
10) Shared Dispositive Power
-0-
11) Aggregate Amount Beneficially Owned by Each Reporting Person
-0-
<PAGE>
12) Check if the Aggregate Amount in Row (9) Excludes Certain Shares
[ ]
13) Percent of Class Represented by Amount in Row 9
0.0%
14) Type of Reporting Person
HC/CO
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.
Dated: March 19, 1998
LB I GROUP INC.
By: /s/ Jennifer Marre
---------------------
Name: Jennifer Marre
Title: Secretary
<PAGE>
CUSIP No.
867948101000
1) Names of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Lehman Brothers Capital Partners I
2) Check the Appropriate box if a Member of a Group (see instructions)
(a) [X]
(b) [ ]
3) SEC Use Only
4) Source of Funds (see instructions)
OO
5) Check Box if Disclosure of Legal Proceedings is Required
Pursuant to Items 2(d) or 2(E)
[ ]
6) Citizenship or Place of Organization
Delaware
Number of Shares Beneficially Owned by Each Reporting Person With:
7) Sole Voting Power
-0-
8) Shared Voting Power
-0-
9) Sole Dispositive Power
-0-
10) Shared Dispositive Power
-0-
11) Aggregate Amount Beneficially Owned by Each Reporting Person
-0-
<PAGE>
12) Check if the Aggregate Amount in Row (9) Excludes Certain Shares
[ ]
13) Percent of Class Represented by Amount in Row 9
0.0%
14) Type of Reporting Person
LP
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.
Dated: March 19, 1998
LEHMAN BROTHERS CAPITAL PARTNERS I
By: /s/ Jennifer Marre
---------------------
Name: Jennifer Marre
Title: Authorized Signatory
<PAGE>
CUSIP No.
867948101000
1) Names of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Lehman/SDI Inc.
13-3386604
2) Check the Appropriate box if a Member of a Group (see instructions)
(a) [X]
(b) [ ]
3) SEC Use Only
4) Source of Funds (see instructions)
OO
5) Check Box if Disclosure of Legal Proceedings is Required
Pursuant to Items 2(d) or 2(E)
[ ]
6) Citizenship or Place of Organization
Delaware
Number of Shares Beneficially Owned by Each Reporting Person With:
7) Sole Voting Power
-0-
8) Shared Voting Power
-0-
9) Sole Dispositive Power
-0-
10) Shared Dispositive Power
-0-
11) Aggregate Amount Beneficially Owned by Each Reporting Person
-0-
<PAGE>
12) Check if the Aggregate Amount in Row (9) Excludes Certain Shares
[ ]
13) Percent of Class Represented by Amount in Row 9
0.0%
14) Type of Reporting Person
CO
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.
Dated: March 19, 1998
LEHMAN/SDI INC.
By: /s/ Jennifer Marre
---------------------
Name: Jennifer Marre
Title: Secretary
<PAGE>
CUSIP No.
867948101000
1) Names of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Lehman Ltd. I Inc.
13-3429418
2) Check the Appropriate box if a Member of a Group (see instructions)
(a) [X]
(b) [ ]
3) SEC Use Only
4) Source of Funds (see instructions)
OO
5) Check Box if Disclosure of Legal Proceedings is Required
Pursuant to Items 2(d) or 2(E)
[ ]
6) Citizenship or Place of Organization
Delaware
Number of Shares Beneficially Owned by Each Reporting Person With:
7) Sole Voting Power
-0-
8) Shared Voting Power
-0-
9) Sole Dispositive Power
-0-
10) Shared Dispositive Power
-0-
11) Aggregate Amount Beneficially Owned by Each Reporting Person
-0-
<PAGE>
12) Check if the Aggregate Amount in Row (9) Excludes Certain Shares
[ ]
13) Percent of Class Represented by Amount in Row 9
0.0%
14) Type of Reporting Person
CO
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.
Dated: March 19, 1998
LEHMAN LTD I INC.
By: /s/ Jennifer Marre
---------------------
Name: Jennifer Marre
Title: Secretary
<PAGE>
Schedule 13D
Item 1. Security and Issuer
This statement relates to the Common Stock, par value $0.01 (the
"Common Stock"), of SunSource Inc., a Delaware corporation
("SunSource"). The address of the principal executive offices of
SunSource is 3000 One Logan Square, Philadelphia, PA 19103.
Item 2. Identity and Background
This statement is filed on behalf of the following entities:
Lehman Brothers Holdings Inc., a Delaware corporation ("Holdings"),
3 World Financial Center
200 Vesey Street
New York, NY 10285
Holdings through its domestic and foreign subsidiaries is a full-line
securities firm and is the parent of Lehman/SDI, Inc. and Lehman Ltd.
I Inc.
Lehman Brothers Inc., a Delaware corporation ("LBI"),
3 World Financial Center
200 Vesey Street
New York, NY 10285
LBI is a wholly owned subsidiary of Holdings and is the parent
of LB I Group Inc.
LB I Group Inc., a Delaware corporation, ("LB I Group"),
3 World Financial Center
200 Vesey Street
New York, NY 10285
LB I Group is a wholly owned subsidiary of LBI and is the
General Partner of Lehman Brothers Capital Partners I.
Lehman Brothers Capital Partners I, a Delaware limited partnership
("Capital Partners"),
3 World Financial Center
200 Vesey Street
New York, NY 10285
Capital Partners is a limited partnership.
<PAGE>
Lehman/SDI Inc., a Delaware corporation ("Lehman/SDI"),
3 World Financial Center
200 Vesey Street
New York, NY 10285
Lehman/SDI is a wholly owned subsidiary of Holdings.
Lehman Ltd. I Inc., a Delaware corporation ("Lehman Ltd."),
3 World Financial Center
200 Vesey Street
New York, NY 10285
Lehman Ltd. is a wholly owned subsidiary of Holdings.
The names, residence or business addresses, citizenships and
present principal occupations or employment of the senior executive
officers and directors of the Reporting Persons are set forth in
Appendix A hereto.
Neither the Reporting Persons nor to the best knowledge of the
Reporting Persons nor any of the persons listed in Appendix A hereto
have during the last five years (i) been convicted in a criminal
proceeding (excluding traffic violations or similar misdemeanors)
or (ii) except as set forth in Appendix B attached hereto and
incorporated herein by reference has been party to a civil
proceeding of a judicial or administrative body of a 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
mandating activities subject to, federal or state securities laws
or finding any violation with respect to such laws.
Item 3. Source of Funds or Other Consideration
See Item 4.
Item 4. Purpose of Transaction
Pursuant to an Underwriting Agreement dated March 19, 1997 by
and among SunSource, Lehman Ltd., Lehman/SDI and Capital
Partners, (the "Underwriting Agreement"), Lehman Ltd. sold an
aggregate of 27,138 shares of Common Stock of SunSource, Capital
Partners sold an aggregate of 922,925 shares of Common Stock of
SunSource and Lehman/SDI sold an aggregate of 538,000 shares of
Common Stock of SunSource as part of a public offering of an
aggregate of 1,988,063 shares of Common Stock of SunSource,
pursuant to the Registration Statement on Form S-2 (No.333-44733),
to LBI, Robert W. Baird & Co. Incorporated, Furman Selz LLC
and Legg Mason Wood Walker, Incorporated, for themselves and as
Representatives of the several Underwriters named therein (the
"Underwriters").
LBI , on behalf of the individual limited partners of Capital
Partners, holds 524,106 shares of the Common Stock of SunSource.
These shares will be distributed to the individual limited partners
of Capital Partners 90 days after completion of the offering.
Lehman Ltd., Lehman/SDI and Capital Partners received $26.70
per share. LBI received customary and usual compensation and
indemnification and contribution undertakings from SunSource as an
underwriter.
Item 5. Interest in Securities of the Issuer
(a) See Item 4.
(b) See Item 4.
(c) LBI and other affiliates in the ordinary course of
business as broker dealers, may have purchased and sold
shares of Common Stock on behalf of their customers.
(d) Neither the Reporting Persons nor to the best knowledge of
the Reporting Persons nor any of the persons listed in
Appendix A hereto know of any other person who has the
right to receive or the power to direct the receipt of
dividends from, or the proceeds from the sale of, any shares
of Common Stock beneficially owned by the Reporting Persons,
other than customers of Lehman Brothers over whose shares
Lehman Brothers may have investment discretion.
(e) Not Applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect
to Securities of the Issuer.
See Item 4.
Item 7. Material to be Filed as Exhibits.
Form of Underwriting Agreement incorporated by reference as
Exhibit 1 to Registration Statement 333-44733.
<PAGE>
APPENDIX A
LEHMAN BROTHERS HOLDINGS INC.
BOARD OF DIRECTORS
NAME / TITLE BUSINESS ADDRESS
Michael L. Ainslie Lehman Brothers Holdings Inc.
Private Investor and former 3 World Financial Center
President and Chief Executive New York, NY 10285
Officer of Sotheby's Holdings
John F. Akers Lehman Brothers Holdings Inc.
Retired Chairman of 3 World Financial Center
International Business Machines New York, NY 10285
Corporation
Roger S. Berlind Lehman Brothers Holdings Inc.
Theatrical Producer 3 World Financial Center
New York, NY 10285
Thomas H. Cruikshank Lehman Brothers Holdings Inc.
Retired Chairman and Chief 3 World Financial Center
Executive Officer of Halliburton New York, NY 10285
Company
Richard S. Fuld, Jr. Lehman Brothers Holdings Inc.
Chairman and Chief Executive 3 World Financial Center
Officer of Lehman Brothers Holdings New York, NY 10285
Inc.
Henry Kaufman Lehman Brothers Holdings Inc.
President of Henry Kaufman & 3 World Financial Center
Company, Inc. New York, NY 10285
Hideichiro Kobayashi* Lehman Brothers Holdings Inc.
General Manager for the Americas 3 World Financial Center
Nippon Life Insurance Co. New York, NY 10285
John D. Macomber Lehman Brothers Holdings Inc.
Principal of JDM Investment Group 3 World Financial Center
New York, NY 10285
Dina Merrill Lehman Brothers Holdings Inc.
Actress and Director and Vice 3 World Financial Center
Chairman of RKO Pictures, Inc. New York, NY 10285
<PAGE>
LEHMAN BROTHERS HOLDINGS INC.
EXECUTIVE OFFICERS
NAME / TITLE BUSINESS ADDRESS
Richard S. Fuld, Jr. Lehman Brothers Holdings Inc.
Chairman and Chief Executive Officer 3 World Financial Center
of Lehman Brothers Holdings Inc. New York, NY 10285
Jeremiah M. Callaghan Lehman Brothers Holdings Inc.
Chief of Operations and Technology 3 World Financial Center
New York, NY 10285
John L. Cecil
Chief Administrative Officer Lehman Brothers Holdings Inc.
3 World Financial Center
New York, NY 10285
Thomas A. Russo Lehman Brothers Holdings Inc.
Chief Legal Officer 3 World Financial Center
New York, NY 10285
Charles B. Hintz Lehman Brothers Holdings Inc.
Chief Financial Officer 3 World Financial Center
New York, NY 10285
- -----
All above individuals are citizens of the United States except those individuals
with an * who are citizens of Japan.
<PAGE>
LEHMAN BROTHERS INC.
BOARD OF DIRECTORS
NAME BUSINESS ADDRESS
Roger S. Berlind Lehman Brothers Inc.
Theatrical Producer 3 World Financial Center
New York, NY 10285
Howard L. Clark, Jr. Lehman Brothers Inc.
Vice Chairman 3 World Financial Center
New York, NY 10285
Frederick Frank Lehman Brothers Inc.
Vice Chairman 3 World Financial Center
New York, NY 10285
Richard S. Fuld, Jr. Lehman Brothers Inc.
Chairman and Chief Executive 3 World Financial Center
Officer of Lehman Brothers Holdings New York, NY 10285
Inc.
Charles B. Hintz Lehman Brothers Inc.
Chief Financial Officer 3 World Financial Center
New York, NY 10285
Harvey M. Krueger Lehman Brothers Inc.
Vice Chairman 3 World Financial Center
New York, NY 10285
Bruce R. Lakefield * Lehman Brothers Inc.
Director 3 World Financial Center
New York, NY 10285
Sherman R. Lewis, Jr. Lehman Brothers Inc.
Vice Chairman 3 World Financial Center
New York, NY 10285
- -----
Above individuals are citizens of the United States except those individuals
with an * who are citizens of the United Kingdom.
<PAGE>
LEHMAN BROTHERS INC.
EXECUTIVE OFFICERS
NAME / TITLE BUSINESS ADDRESS
Richard S. Fuld Lehman Brothers Inc.
Chairman & Chief Executive Officer of 3 World Financial Center
Lehman Brothers Holdings Inc. New York, NY 10285
Jeremiah M. Callaghan Lehman Brothers Inc.
Chief of Operations and Technology 3 World Financial Center
New York, NY 10285
John L. Cecil Lehman Brothers Inc.
Chief Administrative Officer 3 World Financial Center
New York, NY 10285
Thomas A. Russo Lehman Brothers Inc.
Chief Legal Officer 3 World Financial Center
New York, NY 10285
Charles B. Hintz Lehman Brothers Inc.
Chief Financial Officer 3 World Financial Center
New York, NY 10285
- -----
Above individuals are citizens of the United States.
<PAGE>
LEHMAN/SDI INC.
BOARD OF DIRECTORS
NAME BUSINESS ADDRESS
Eliot M. Fried Lehman Brothers Inc.
Managing Director 3 World Financial Center
New York, NY 10285
Henri I. Talerman Lehman Brothers Inc.
Managing Director 3 World Financial Center
New York, NY 10285
LB I GROUP INC.
BOARD OF DIRECTORS
NAME BUSINESS ADDRESS
Eliot M. Fried Lehman Brothers Inc.
Managing Director 3 World Financial Center
New York, NY 10285
David Goldfarb Lehman Brothers Inc.
Controller 3 World Financial Center
New York, NY 10285
Allan S. Kaplan Lehman Brothers Inc.
Managing Director 3 World Financial Center
New York, NY 10285
LEHMAN LTD. I INC.
BOARD OF DIRECTORS
NAME BUSINESS ADDRESS
Eliot M. Fried Lehman Brothers Inc.
Managing Director 3 World Financial Center
New York, NY 10285
- -----
Above individual is a citizen of the United States.
<PAGE>
APPENDIX B
Fulco v. Continental Cablevision. This civil action was brought in the United
States District Court for the District of Massachusetts alleging a violation of
Rule 10b(5) for a material omission in the disclosure documents related to a
1989 partnership roll-up in which Shearson Lehman Brothers rendered a fairness
opinion. The jury rendered a verdict in 1993 jointly against Shearson Lehman
Brothers and Continental Cablevision, the issuer, for a total of $4.6 million.
The case was settled shortly thereafter.
Lehman Brothers has been involved in a number of civil proceedings which concern
matters arising in connection with the conduct of its business. Certain of such
proceedings have resulted in findings of violation of federal or state
securities laws. Each of these proceedings was settled by Lehman Brothers
consenting to the entry of an order without admitting or denying the allegations
in the complaint. All of such proceedings are reported and summarized in the
Schedule D to Lehman Brother's Form BD filed with the Securities and Exchange
Commission, which descriptions are hereby incorporated by reference.
